Common use of Conditions of Closing Clause in Contracts

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business business, except for the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. . D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, ------------ as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's ’s obligations and the accuracy of the Placement Agent's ’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "“Blue Sky" ” law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Purchasers to deliver at the Closing Time executed Subscription Agreements shall be subject conditional upon each Purchaser being satisfied with the results of its due diligence investigations relating to the continuing accuracy Company and upon the fulfilment or waiver by each Purchaser at or before the Closing Time of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time: (a) the execution and delivery of this Agreement and the Subscription Agreements, the due authorization of the issuance of the Common Shares shall have been duly authorized by all necessary corporate action; (b) any necessary consents or approvals of the Securities Regulators with respect to the issue and sale of the Common Shares shall have been obtained, and the conditional approval of the Stock Exchanges to list the Common Shares shall have been obtained; (c) the Purchasers shall have received certificates addressed to the Purchasers and to the Subscribers, dated as of the date of Closing, signed by the President and the Chief Executive Officer of the Company, or such other officer or officers of the Company as the Purchasers may accept, certifying on behalf of the Company to the effect that, except as has been generally disclosed at the date thereof: (i) no order, ruling or determination suspending or cease trading the Common Shares has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of such officer, contemplated or threatened by any Securities Commission; (ii) other than as disclosed in the Disclosure Documents, since November 9, 2010 there has not been any change as it relates to the Company and its Subsidiaries on a consolidated basis that has or could reasonably be expended to result in a Company Material Adverse Effect; (iii) other than as disclosed in the Disclosure Documents, since November 9, 2010 no material fact has arisen or has been discovered which would have been required to have been stated in the Disclosure Documents had the fact arisen or been discovered on, or prior to the date of such Disclosure Documents; (iv) the representations and warranties of the Company contained in this Agreement are true and the Investor herein correct in all material respects as of the date hereof Closing Time with the same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:Time; A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no the Company has complied in all material amount respects with all the terms and conditions of this Agreement on its part to be complied with at or before the assets Closing Time; and (vi) as to such other matters of a factual nature as are appropriate and usual in the circumstances and as the Purchasers or the Purchasers’ Counsel may reasonably request; and (d) the Company shall have been pledged or mortgaged, except as indicated delivered to each Purchaser’s custodian of securities identified in Section 9 below the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for certificates representing the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorShares.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date date of Closing closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the an opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Manager, shall be deliver to all the parties hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at Purchaser acknowledges that the offices Company’s obligation to sell the Purchased Shares to the Purchaser is subject to, among other things, the following conditions: (a) the Purchaser or Beneficial Purchaser, if any, executing and returning to the Company all documents required by the Securities Laws, including, without limitation, the documents set out in paragraph 3 hereof, for delivery on behalf of the Investor Purchaser or its counsel. The obligations Beneficial Purchaser, if any, including by no later than 5:00 p.m. (Eastern Daylight Time) on the date that is three (3) days before the Closing Date; (b) the Company having obtained all required regulatory and corporate approvals, to permit the completion of the Placement Agent hereunder shall be subject transactions contemplated hereby; (c) the Company accepting this subscription; (d) the issue and sale and delivery of the Purchased Shares being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501 “Definitions”) or any similar document under applicable Securities Laws relating to the continuing accuracy issue, sale and delivery of the Purchased Shares, or exempt from registration under the U.S. Securities Act, as applicable, or that the Company has received such orders, consents or approvals as may be required to permit such issue, sale and delivery of the Purchased Shares without the requirement of filing a prospectus or delivering an offering memorandum or any similar document; and (e) the representations and warranties of the Company Purchaser under this Subscription Agreement being true and correct as at the Investor herein Closing Time. The Purchaser and each Beneficial Purchaser, if any, acknowledge and agree that as the sale of the date hereof Shares will not be qualified by a prospectus, such sale is subject to the condition that the Purchaser (or, if applicable each Beneficial Purchaser) sign and as of the Date of Closing (the "Closing Date") with respect return to the Company or all relevant documentation required by the InvestorSecurities Laws. The Purchaser and each Beneficial Purchaser, if any, acknowledges and agrees that the Company will be required to provide to the Securities Commissions a list setting out the identities of the Beneficial Purchasers of the Purchased Shares. Notwithstanding that the Purchaser may be purchasing Shares on behalf of an undisclosed Beneficial Purchaser (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the case may be, as if it had been made on and as identity of such Closing Date; the accuracy on and undisclosed Beneficial Purchaser as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance may be required by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence comply with the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein containedforegoing and Securities Laws. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Disclosure Document as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Initial Closing Time. (b) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Disclosure Document and letters of representation signed by such parties with regard to information relating to them and included in the Disclosure Document as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At and prior to (c) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Sponsor and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. (a) The Purchaser’s obligation to purchase the Purchaser’s Shares at the Closing Time shall be held conditional upon the fulfillment at or before the offices Closing Time of the Investor or its counsel. The obligations following conditions: (i) the Purchaser shall have received evidence that all requisite approvals of the Placement Agent hereunder shall be shareholders of the Corporation and conditional approval of the Stock Exchange (subject to the continuing accuracy fulfillment of customary post-closing conditions) have been obtained by the Corporation in order to complete the Offering and the issuance of the Preferred Shares; (ii) the Corporation shall have received disinterested approval of its board of directors; (iii) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Purchaser, acting reasonably; (iv) the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Corporation, or such other officer of the Corporation as the Purchaser may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the person so signing (without personal liability), that: A. the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Subscription Agreement on its part to be complied with and satisfied at or prior to the Closing Time; and B. the representations and warranties of the Company Corporation contained herein are true and correct as at the Investor herein as of Closing Time, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as of such Closing Date; the accuracy on and as of at the Closing Date of the statements of the officers of the Company made pursuant Time after giving effect to the provisions hereof; and transactions contemplated hereby; (v) the performance by Purchaser shall have received a customary opinion of counsel for the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Corporation in a form mutually agreeable to the following further conditions:parties; A. Upon (vi) the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Corporation shall have been furnished such documents, certificates waived all applicable anti-takeover measures under the Corporation’s charter documents and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.applicable law; and C. At and prior to the Closing, (ivii) there shall have been no Material Adverse Effect. Material Adverse Effect shall mean an event, change or occurrence that individually, or together with any other event, change or occurrence, has a material adverse change nor development involving impact on the Corporation’s financial position, business or results of operations; provided, however, that the term Material Adverse Effect shall not include the impact of (i) changes in laws of general applicability or interpretations thereof by courts or other governmental authorities, (ii) changes in generally accepted accounting principles, (iii) seasonal fluctuations in the Corporation’s performance due to general economic conditions that do not have a prospective disproportionately adverse effect on the Corporation, (iv) the announcement of the transactions contemplated by this Term Sheet, (v) any action taken at Purchaser’s request, or (vi) a change in the condition or prospects or the business activities, financial or otherwise, market price of the Company from Common Shares. (b) The Corporation’s obligation to issue the latest dates as Purchaser’s Shares at the Closing Time shall be conditional upon the fulfillment at or before the Closing Time of which such condition is set forth the following conditions: (i) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Offering Materials; Corporation, acting reasonably; (ii) there the Corporation shall have been no transaction, not in received all requested approvals of the ordinary course Shareholders of business except the transactions pursuant Corporation and conditional approval of the Stock Exchange (subject to the Securities Purchase Agreement entered into fulfillment of customary post-closing conditions) have been obtained by the Company on the date hereof which has not been disclosed Corporation in order to complete the Offering Materials or to and the Placement Agent in writing; issuance of the Preferred Shares; (iii) except as set forth the Corporation shall receive the Purchase Price in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; immediately available funds; (iv) except as set forth the holders of not more than 1% of the issued and outstanding Common Shares, in the Offering Materialsaggregate, shall have exercised dissent rights in connection with the Company shall not have issued any securities (other than those amendment to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution Articles of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations Incorporation of the Company Corporation (contingent or otherwisethe “Articles”) and trade payable debt; (v) no material amount of required to create the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsPreferred Shares. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 8.1 The Closing shall be held at obligation of ParentCo to complete the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder transactions contemplated herein shall be subject to the continuing accuracy following conditions to be fulfilled and/or performed at or prior to the Time of Closing on the Closing Date: (a) ParentCo shall have received the requisite Shareholder approval to increase its authorized ParentCo Common Shares in sufficient amounts to meet its obligations hereunder and under the LuxCo Share Exchange Agreement; (b) the Bank Agreements and any share purchase warrants referred to therein shall have been duly and validly assigned by Hippocampe to ParentCo in a form satisfactory to ParentCo; (c) the representations and warranties of the Company Shareholders contained in this Agreement shall be true and correct in all material respects at the Investor herein as Time of Closing, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been such representations and warranties were made on at and as of such Closing Datetime; (d) the Shareholders shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them; the accuracy on and as and (e) in aggregate, at least 90% of the Closing Date of the statements of the officers of the Company made issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to the provisions hereof; this Agreement and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution LuxCo Share Exchange Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At 8.2 In the event that the conditions referred to in Section 8.1 hereof shall not have been fulfilled at or prior to the ClosingTime of Closing to the satisfaction of ParentCo, the Investor and the Placement Agent shall have been furnished such documentsacting reasonably, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materialswaived by ParentCo, or in order the event that the Closing Date has not occurred on or prior to evidence the accuracyMarch 31, completeness or satisfaction of any 2001, this Agreement shall be rescinded and ParentCo shall be released from all obligations hereunder. 8.3 The obligation of the representations, warranties Shareholders to complete the transactions contemplated herein shall be subject to the following conditions to be fulfilled and/or performed at or conditions herein contained. C. At and prior to the Closing, Time of Closing on the Closing Date: (ia) there ParentCo shall have been no material adverse change nor development involving a prospective change in the condition received an indemnity from MFC Bancorp Ltd. from and against all claims or prospects or actions arising out of the business activities, financial or otherwise, and undertakings of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant ParentCo prior to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; Time of Closing; (iiib) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are ParentCo contained in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkcorrect in all material respects at the Time of Closing, note, draft or other means of payment for with the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations same force and the accuracy of the Placement Agent's effect as if such representations and warranties hereunderwere made at and as of such time; (c) ParentCo shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it; and (d) in aggregate, (1) the Offering is exempt from the registration requirements at least 90% of the 1933 Act issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to this Agreement and the LuxCo Share Exchange Agreement. 8.4 In the event that the conditions referred to in Section 8.3 hereof shall not have been fulfilled at or any applicable state "Blue Sky" law prior to the Time of Closing to the satisfaction of the Shareholders, acting reasonably, or (2) waived by the Investor is an Accredited InvestorShareholders, or in the event that the Closing Date has not occurred on or prior to March 31, 2001, this Agreement shall be rescinded and the Shareholders shall be released from all obligations hereunder.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at This subscription is subject to acceptance by the offices of the Investor or its counselCorporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Placement Agent Corporation hereunder shall be subject to are conditional on the continuing accuracy of the representations and warranties of the Company and the Investor herein Subscriber contained in this subscription agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis subscription agreement, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company Time as if made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time, and the fulfillment of its covenants the following additional conditions as soon as possible and obligations hereunder and in any event not later than the Closing Time unless other arrangements acceptable to the following further conditionsCorporation have been made: A. Upon (a) the effectiveness of a registration statement covering Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as approval of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require TSX) required for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any completion of the representations, warranties or conditions herein contained.transaction contemplated by this subscription agreement; C. At and prior to the Closing, (ib) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth Corporation contained herein are being true and correct.correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; E. The Placement Agent shall (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have no obligation been complied with, this completed subscription agreement has been delivered to insure that (x) any checkthe Corporation and accepted by the Corporation and, noteunless other arrangements acceptable to the Corporation have been made, draft or other means the aggregate subscription proceeds representing the principal amount of payment Debentures subscribed for the Common Stock will be honored, hereunder have been paid or enforceable against the Investor in accordance with its termsSection 7 hereof, or (y) subject unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the performance Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the Placement Agent's obligations and the accuracy closing of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorits Offering.

Conditions of Closing. The Closing shall be held obligation of the Investors to complete the purchase of the Securities at the offices Closing is subject to fulfillment of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of following conditions: (a) the Company and the Investors shall execute and deliver a Investor herein as of Rights Agreement, dated the date hereof and as of the Date of Closing (the "Closing Date") , in the form attached as Exhibit 2 with respect to the Purchased Shares and the Underlying Shares (the "Investor Rights Agreement"); (b) the Company or and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall execute and deliver a Financial Advisory Agreement, dated the Investor, as the case may be, as if it had been made on and as of such Closing Date; , in the accuracy on form attached as Exhibit 3 (the "Financial Advisory Agreement",] and as with the Agreement, the Warrants, the Escrow Agreement, and the Investor Rights Agreements, the "Transaction Documents"); (c) the Company shall deliver to the Investors an Opinion of Counsel, dated the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to counsel for the InvestorInvestors, their counsel and the Placement Agent. B. At or prior with respect to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; on Exhibit 4; (iid) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in complied fully with the Offering Materials; and Preemptive Rights; (ve) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations representation and warranties of the Company set forth herein are in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that correct as of the date of this Agreement and (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject except to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's extent such representations and warranties hereunderspeak as of an earlier date) as of the Closing Date as though made on and as of the Closing Date, and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to the Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by the President and Secretary of the Company, in such capacities, to such effect (1the "Closing Certificate") and the Closing Certificate shall also contain an accurate list of all the agreements to which the Company is a party that are material to the business, financial condition, results of operation, properties or operations of the Company and its Subsidiaries taken as a whole; (f) the Offering is exempt from Company shall have executed and delivered all documents, reasonably requested by counsel for the registration requirements Investors; (g) All Securities delivered at the Closing shall have all necessary stock transfer tax stamps (purchased at the expense of the 1933 Act or any applicable state "Blue Sky" law or Company) affixed; and (2h) the Investor is an Accredited InvestorCompany shall pay the Investors' expenses to the extent set forth in Section 6.9 hereof. (i) the Company shall have consulted the staff of NASDAQ Stock Market (the "Nasdaq Staff") regarding the Contemplated Transactions (as defined below) and the Nasdaq Stafff shall have raised no objection to the consummation of the Contemplated Transactions without seeking the approval of the Company's stockholders.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Austin Brown & Wood LLP, counsel to the Manager, shall be delive▇ ▇▇ ▇▇▇ ▇▇▇ pa▇▇▇▇s hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Austin Brown & Wood LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent parties hereunder shall at all times be subject to the continuing continued accuracy of the all representations and warranties of the Company and the Investor parties contained herein as of the date hereof though such representations and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it warranties had been made on at and as of such Closing Datetimes, and the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the accuracy on and as part of the SEC shall have been complied with; (b) SB shall have received an opinion of Will▇▇▇ ▇▇▇▇ & ▇all▇▇▇▇▇, ▇▇ted the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and (as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementdefined in Paragraph 7 below), the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investorit, their counsel and the Placement Agent. B. At or prior to the Closing, effect that: (i) The Partnership has been duly formed and is validly existing as a limited partnership under the Investor Partnership Law with full partnership power and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them authority to review or pass upon the matters referred to in carry out its obligations under this Agreement and the Offering MaterialsPartnership Agreement, or and to conduct its business as described in order the Prospectus, and, to evidence the accuracy, completeness or satisfaction of any best of the representationsknowledge of such counsel, warranties the Partnership conducts no business and owns or conditions herein contained.leases no properties which would require it to qualify to do business as a foreign organization in any jurisdiction; C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have The offer and sale of the Units has been no transaction, not duly authorized by the Partnership and the Units constitute valid limited partnership interests in the ordinary course of business except the transactions pursuant Partnership which conform to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed description thereof contained in the Offering Materials or to Prospectus; and the Placement Agent in writing; (iii) except liability of each limited partner will be limited as set forth in the Offering MaterialsProspectus, and no limited partner will be subject to personal liability for the Company shall debts, obligations, or liabilities of the Partnership by reason of his being a limited partner, other than as described in the Prospectus; (iii) The offer and sale of the Units and the compliance by the Partnership with all of the provisions of this Agreement will not be conflict with or result in default under any provision a breach of any instrument relating of the terms or provisions of the Partnership Certificate or Partnership Agreement, or, to the best of the knowledge of such counsel, any outstanding indebtedness for agreement to which the Partnership is a waiver party or extension has not been otherwise received; by which it is bound; (iv) except as set forth in To the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations best of the Company (contingent or otherwise) and trade payable debt; (v) no material amount knowledge of the assets of the Company shall have been pledged or mortgagedsuch counsel, except as indicated in the Offering Materials; and (v) there is no action, suit suit, litigation or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened proceeding before or by any court or federal or state commission, board or other administrative governmental agency, domestic federal, state or foreignlocal, wherein an unfavorable decisionpending or threatened against, ruling or finding could affecting or involving the property or business of SBFM, or the business of the Partnership, that would materially and adversely affect the businessescondition (financial or otherwise), business or prospects of SBFM or financial condition or income of the CompanyPartnership; and (v) The Registration Statement has become effective under the Act, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingand, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as best of the applicable closingknowledge of such counsel, no stop order suspending the representations and warranties effectiveness of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) Registration Statement has been issued nor has any check, note, draft or other means of payment proceeding for the Common Stock will be honored, paid issuance of such an order been initiated or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorthreatened.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents and the Purchasers to complete the Offering shall be subject to the continuing accuracy fulfilment before the Time of Closing of the following conditions: (a) the Corporation and the Agents shall have fully complied with all applicable statutory and regulatory requirements required to be complied with prior to the Time of Closing in connection with the Offering; (b) the Agents shall be satisfied with their due diligence review of the Corporation and Theia; (c) the Corporation shall have taken all necessary corporate action to: (i) authorize and approve the Corporation Offering Documents; (ii) create and issue the Subscription Receipts and Subscription Shares; and (iii) authorize and approve all other matters relating to the Offering; (d) Theia shall have taken all necessary corporate action to: (i) authorize and approve this Agreement; (ii) issue the Exchanged Securities; and (iii) authorize and approve all other matters relating to the Offering; (e) the Agents, Theia and the Purchasers shall have received at the Time of Closing favourable legal opinions of Fasken, and, where appropriate, counsel in other jurisdictions, addressed to Theia, the Agents, their counsel and the Purchasers, acceptable to counsel to the Agents, acting reasonably, substantially to the effect that: (i) as to the incorporation, organization and valid existence of the Corporation and Subco; (ii) the Corporation is qualified to carry on business as presently carried on and to own, lease and operate its properties; (iii) the Corporation has all requisite corporate capacity, power and authority to execute and deliver the applicable Corporation Offering Documents and this Agreement and to perform all transactions contemplated hereby and thereby; (iv) the authorized and issued capital of the Corporation; (v) all necessary corporate action has been taken by the Corporation to authorize the creation and issue of the Subscription Receipts and the Subscription Shares upon conversion thereof; (vi) the Compensation Shares have been authorized and reserved for issue to the Agents and will be validly issued as fully-paid and non- assessable Common Shares; (vii) the execution and delivery of the Corporation Offering Documents and this Agreement and the performance of the transactions contemplated thereby (including the issue and sale of the Subscription Receipts and Compensation Shares and the exchange of the securities of the Corporation for the Exchanged Securities pursuant to the Reverse Takeover), do not and will not result in a breach of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of and do not and will not conflict with, any of the terms, conditions or provisions of the by-laws or certificate of incorporation of the Corporation; (viii) the Subscription Receipts registered in the names of the Purchasers on the books of the Corporation at the Time of Closing have been issued and constitute legal, valid and binding obligations of the Corporation; (ix) the issue and sale of the Subscription Receipts and Compensation Shares are exempt, either by statute or regulation or order, from the prospectus requirements of the Canadian Offering Jurisdictions, subject to the filing of all necessary reports, certificates or undertakings and fees required to be filed under the applicable securities legislation of the Offering Jurisdictions; (x) the issue of the Exchanged Securities, the Subscription Shares and the Compensation Shares to the extent such securities are issued to Purchasers or the Agents in the Offering Jurisdictions, are exempt, either by statute or regulation or order, from the prospectus requirements of the securities legislation of the Canadian Offering Jurisdictions; (xi) each of this Agreement, the Subscription Receipt Agreement and the Subscription Agreements constitute legal, valid and binding obligations of the Corporation, enforceable in accordance with their terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, or contribution); (xii) the Subscription Shares have been authorized and reserved for issue to the holders of Subscription Receipts upon the deemed conversion thereof and in accordance with the terms thereof, and upon the deemed conversion of the Subscription Receipts in accordance with the terms thereof, the Subscription Shares will be validly issued as fully-paid and non-assessable Resulting Issuer Shares; (i) the first trade in the Offering Jurisdictions by the Purchasers of the Subscription Shares and by the Agents of the Compensation Shares is exempt from the prospectus requirements of applicable securities laws in the Offering Jurisdictions and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by the Corporation under such securities laws to permit the first trade of such securities provided that: (A) at the time of such first trade, CNX is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) such trade is not a “control distribution” (as defined in NI 45- 102); (C) no unusual effort is made to prepare the market or to create a demand for the Exchanged Securities that are the subject of the trade; (D) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and (E) if the Purchaser is an insider or officer of the Corporation at the time of the trade, the Purchaser has no reasonable grounds to believe that the Corporation is in default of applicable securities laws in the Offering Jurisdictions; (xiii) the Compensation Shares have been authorized and reserved for issue and upon exchange thereof into Resulting Issuer Shares, will be validly issued as fully paid and non-assessable common shares; (xiv) Odyssey at its office in Calgary, Alberta has been appointed as the Subscription Receipt and Escrow Agent under the Subscription Receipt Agreement; and (xv) such other matters as the Agents and their counsel may require, acting reasonably. In giving the opinion contemplated above, counsel to the Corporation shall be entitled, as to matters of fact, to rely upon the representations and warranties of the Company and Purchasers contained in the Investor herein as Subscription Agreements, a certificate of fact of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the Corporation signed by officers of the Company made pursuant Corporation in positions to have knowledge of such facts and their accuracy, and certificates of such public officials and other persons as are necessary or desirable; (f) If any Subscription Receipts are being sold to person in the United States or to, or for the account or benefit of, U.S. Persons, the Agents, Theia and the Purchasers shall have received at the Time of Closing favourable legal opinions of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, U.S. counsel to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Corporation addressed to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementTheia, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the InvestorAgents, their counsel and the Placement Agent. B. At or prior Purchasers, acceptable to counsel to the ClosingAgents, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingacting reasonably, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts, or the conversion of the Subscription Receipts into the Subscription Shares, provided further that it being understood that no opinion is expressed as to any subsequent resale of any Subscription Receipts, Subscription Shares or Resulting Issuer Shares; (g) the Agents, Theia and the Purchasers shall have received at the Time of Closing favourable legal opinions of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special Nevada counsel to the Corporation addressed to Theia, the Agents and the Purchasers, acceptable to counsel to the Agents, acting reasonably, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Subsidiaries, with respect to the following matters for the Subsidiaries: (i) as to the incorporation and existence of the Subsidiaries under the laws of respective jurisdictions of incorporation; (ii) as to the Subsidiaries having the requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on business and to own, lease and operate properties and assets; and (iii) as to the authorized and issued capital of the Subsidiaries and the ownership thereof; (h) the Agents, the Corporation and the Purchasers shall have received at the Time of Closing favourable legal opinions of Maxis Law Corporation, Canadian counsel to Theia, or where appropriate counsel in other jurisdictions, addressed to the Agents, the Corporation, their counsel and the Purchasers, acceptable to counsel to the Agents, acting reasonably, substantially to the effect that: (i) as to the incorporation, organization and valid existence of Theia; (ii) all necessary corporate action has been taken by Theia to authorize the creation and issue of the Resulting Issuer Shares issued in exchange for the Subscription Shares and Compensation Shares; (iii) this Agreement has been authorized, executed and delivered by Theia and constitutes a legal, valid and binding obligation of Theia, enforceable in accordance with its terms (subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally, general equitable principles including the availability of equitable remedies and the qualification that no opinion need be expressed as to rights to indemnity, or contribution); (iv) the Resulting Issuer Shares issued in exchange for the Subscription Shares and Compensation Shares have been authorized and reserved for issue respectively to the holders of Subscription Receipts and the Agents upon the respective conversion of such Subscription Receipts and in accordance with the terms thereof, and upon the conversion of the Subscription Receipts in accordance with the respective terms thereof, the Resulting Issuer Shares will be validly issued as fully-paid and non-assessable common shares; (v) the execution and delivery of this Agreement and the performance of the transactions contemplated hereby (including the issue of the Resulting Issuer Shares in exchange for the Subscription Shares and the Compensation Shares), do not and will not result in a breach of, and do not create a state of facts which, after notice or lapse of time or both, will result in a breach of and do not and will not conflict with, any of the terms, conditions set forth or provisions of the constating documents of Theia; (vi) the first trade in subparagraph British Columbia by the Purchasers and the Agents of the Resulting Issuer Shares is exempt from the prospectus requirements of applicable securities laws in British Columbia and no other documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained by Theia under such securities laws to permit the first trade of the Exchanged Securities provided that: (A) at the time of such first trade, Theia is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (B) such trade is not a “control distribution” (as defined in NI 45- 102); (C) above have been satisfied no unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade; (D) no extraordinary commission or consideration is paid to a person or company in respect of such trade; and (E) if the seller of the securities is an insider or officer of the Corporation at the time of the trade, the seller has no reasonable grounds to believe that Theia is in default of applicable securities legislation; and (vii) such other matters as the Agents and thattheir counsel may require, acting reasonably. In giving the opinion contemplated above, counsel to Theia shall be entitled, as to matters of the applicable closingfact, to rely upon the representations and warranties of the Company set forth herein Purchasers contained in the Subscription Agreements, a certificate of fact of the Corporation signed by officers of the Corporation in positions to have knowledge of such facts and their accuracy, and certificates of such public officials and other persons as are true necessary or desirable; (i) at the Time of Closing, each of the Corporation's directors and correct.officers and those shareholders who hold greater than 5% of the Resulting Issuer Shares post-Offering shall each have entered into an agreement with the Lead Agent, on behalf of the Agents, in a form satisfactory to the Corporation and the Lead Agent, in both cases acting reasonably, which shall be negotiated in good faith and contain customary provisions, pursuant to which each such Person agrees, among other things, to not, for a period of 180 days from the Closing Date, directly or indirectly, offer, sell, contract to offer or sell, transfer, assign, grant or sell any option or warrant to purchase, lend, hypothecate, secure, pledge or otherwise transfer or dispose of any securities of the Corporation or any financial instruments convertible into, exercisable or exchangeable for, or that represent the right to receive, securities of the Corporation, whether through the facilities of a stock exchange, by private placement or otherwise, or make any short sale of, engage in any hedging transaction with respect to, or enter into any swap, forward or other transaction or arrangement that transfers all or a portion of the economic consequences associated with the ownership of such securities (regardless of whether any such transaction or arrangement is to be settled by the delivery of securities of the Corporation, securities of another Person, cash or otherwise), agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, in each case without the prior written consent of the Lead Agent, such consent not to be unreasonably withheld or delayed; E. The Placement Agent (j) no material order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Offered Securities), Theia (including the Exchanged Securities) or Subco shall have been issued by any regulatory authority and continuing in effect and no obligation proceedings for that purpose shall have been instituted or pending or, to insure the knowledge of such officers, contemplated or threatened by any regulatory authority that cannot be rectified prior to or concurrent with the completion of the Reverse Takeover; (xk) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance Corporation and Theia shall have duly complied with its all material terms, or (y) subject covenants and conditions of this Agreement, each in their respective part, to be complied with up to the performance Time of Closing; and (l) the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) Corporation and Theia contained in this Agreement shall be true and correct in all material respects as of the Investor is an Accredited InvestorTime of Closing with the same force and effect as if made at and as of the Time of Closing after giving effect to the transactions contemplated by this Agreement except to the extent such representations and warranties were made as of a prior date in which case they shall be true and correct in all material respects as of such date.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to complete the Closing and of the Purchasers to purchase the Offered Shares at the Closing Time, which conditions the Corporation covenants and agrees to use its best efforts to fulfil within the time set out herein therefor, and which conditions may be waived in writing in whole or in part by the Agents: (a) the Corporation shall be subject have caused its counsel, B▇▇▇▇, C▇▇▇▇▇▇ & G▇▇▇▇▇▇ LLP, to deliver to the Agents legal opinions dated and delivered on the Closing Date, addressed to the Agents, in form and substance satisfactory to the Agents acting reasonably. In connection with such opinions, counsel to the Corporation may rely on the opinions of local counsel in the Qualifying Provinces acceptable to counsel to the Agents, acting reasonably, as to qualification for distribution of the Offered Shares and the Broker’s Warrants or opinions may be given directly by local counsel of the Corporation with respect to those items and as to other matters governed by the laws of jurisdictions other than the province in which they are qualified to practise and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of the Corporation and others; (b) the Corporation shall have caused its U.S. counsel, J.▇. ▇▇▇▇▇ & Co., to deliver to the Agents legal opinions dated and delivered on the Closing Date, addressed to the Agents and the Purchasers, in form and substance satisfactory to the Agents acting reasonably; (c) the Agents shall have received favourable legal opinions addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Closing Date, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to: (i) the Subsidiary having been incorporated or otherwise organized and existing under the laws of its jurisdiction of incorporation or organization, as applicable; (ii) the Subsidiary having the corporate capacity and power to own and lease its properties and assets and to conduct its business as described in the Prospectus; and (iii) as to the authorized and issued share capital of the Subsidiary and to the ownership thereof; (d) the Agents shall have received a favourable legal opinion addressed to the Agents from counsel to the Corporation, as applicable, dated as of the Closing, in the form and substance satisfactory to the Agents and their counsel, acting reasonably, as to title of the Properties and the Corporation’s or the Subsidiary’s interest therein; (e) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation, or such other officer(s) of the Corporation as the Agents may agree, certifying for and on behalf of the Corporation with respect to: (i) the constating documents of the Corporation; (ii) the resolutions of the Corporation’s board of directors relevant to the Offering and the authorization of the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (f) the Corporation shall cause the Auditors to deliver to the Agents a comfort letter, dated as of the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, bringing forward to a date not more than two Business Days prior to the Closing, the information contained in the comfort letter referred to in subsection 4(a)(iii) hereof; (g) the Agents shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, or such other officers of the Corporation as the Agents may request, certifying for and on behalf of the Corporation, after having made due enquiry and after having carefully examined the Final Prospectus and any Supplementary Material, that: (i) the Corporation has complied in all material respects (except where already qualified by a materiality or Material ‎Adverse Effect qualification, in which case the Corporation has ‎complied in all respects) ‎with all of the covenants and satisfied in all material respects (except where already qualified by materiality, in ‎which case the Corporation has complied in all respects)‎ all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the Closing Time; (ii) no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares or prohibiting the sale of the Offered Shares or any other securities of the Corporation has been issued by any regulatory authority and continuing accuracy in effect and no proceedings for such purpose having been instituted or being pending or, to the knowledge of such officers, contemplated or threatened under any relevant securities laws (including Applicable Securities Laws) or by any regulatory authority; (iii) subsequent to the respective dates as at which information is given in the Final Prospectus, there has not occurred a Material Adverse Effect or any change or development involving a prospective Material Adverse Effect, other than as disclosed in the Final Prospectus or any Supplementary Material, as the case may be; (iv) no material change relating to the Corporation and the Subsidiary, taken as a whole, has occurred since the date hereof with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential; (h) the Corporation shall have taken such action as the Corporation has reasonably determined is necessary in order to obtain an exemption for, or to qualify the Offered Shares and the Broker Warrants (including the shares issuable upon exercise thereof) for, sale to the Purchasers or Brokers, as applicable, under applicable securities or the blue sky laws of the states of the United States, and shall provide evidence of any such actions taken promptly upon the written request of any Purchaser; (i) the representations and warranties of the Company Corporation contained in this Agreement and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct as at the Closing Time in all material respects (or, ‎in the case of any representation or warranty containing a materiality or Material ‎Adverse Effect qualification, in all respects) as if such ‎representations and warranties were made as at the Closing Time of Closing, after giving ‎effect to the transactions contemplated hereby; (j) all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by the Corporation under Applicable Securities Laws in the Qualifying Jurisdictions necessary for the offer and sale of the Offered Shares, the execution and delivery of this Agreement and the Investor herein as consummation of the date hereof and transactions contemplated hereby, will have been made or obtained, as applicable (other than, in respect of the Date Offering, the filing of Closing (reports required under Applicable Securities Laws in the "Qualifying Jurisdictions within the prescribed time periods and the filing of standard documents with the CSE, OTC, SEC, and U.S. Registration States which documents will be filed as soon as practicable after the Closing Date", and, in any event, within such deadline as may be imposed by such Securities Laws or the CSE, OTC, SEC, and U.S. Registration States) with respect and the Agents will have received copies of correspondence indicating that the Corporation has made all of the necessary filings for the issuance and listing of (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, subject only to the Company Standard Listing Filings; (k) the Agents shall have completed and be satisfied, in their sole discretion, with the results of its due diligence investigations regarding the Corporation, its business, operations and financial condition and market conditions at the Closing Time; (l) the Agents shall have received a certificate from Capital Transfer Agency ULC as to the number of Common Shares issued and outstanding as at the date immediately prior to the Closing Date; (m) the Agents shall have received a certificate of status (or the Investorequivalent) in respect of the Corporation and the Subsidiary issued by the appropriate regulatory authority in each jurisdiction in which the Corporation and the Subsidiary are incorporated, amalgamated or continued, as the case may be, as if it had been made on and as of such which certificate shall be dated no more than two Business Days prior to the Closing Date; ; (n) the accuracy on and as Agents shall have received duly executed copies of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be Broker Warrant Certificates in form and substance reasonably satisfactory to the InvestorAgents, their counsel acting reasonably; and (o) each of the directors and executive officers of the Placement Agent. B. At or prior Corporation shall have delivered to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any Agents a signed copy of the representations, warranties or conditions herein containedForm of Lock-Up Agreement attached hereto as Schedule “A”. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder (a) Buyer's obligation to close this transaction shall be subject to the continuing accuracy occurrence and/or satisfaction of the following conditions, as applicable to the Closing in question: (1) Buyer has received (or has waived as provided herein) the Tenant Estoppel Certificates or Seller's Certificates, and the Lender Estoppel Certificates, in each case complying with the requirements of this Agreement. (2) The Title Company is committed to issue the Title Policies insuring title to each Property vested in Buyer or its nominee in the amount specified in Section 4 in the approved Condition of Title with respect to each Property. (3) As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement. (4) All representations and warranties of the Company made by Seller to Buyer in this Agreement shall be materially true and the Investor herein correct as of the date hereof Close of Escrow. (5) No law or order shall have been enacted, entered, issued, promulgated or enforced by any governmental entity which prohibits or restricts the transactions contemplated by this Agreement. No governmental entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any law of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or rescission, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date. (6) The issuance of the Acquisition Common Stock shall have been approved by the requisite vote of the stockholders of Buyer. (7) The Acquisition Common Stock shall have been approved for listing on the NYSE. (b) Seller's obligation shall be subject to the occurrence and/or satisfaction of the following conditions, as applicable to the Closing in question: (1) As of the Close of Escrow, Buyer shall have performed all of the obligations required to be performed by Buyer under this Agreement. (2) All representations and warranties made by Buyer to Seller in this Agreement shall be materially true and correct as of the Date Close of Escrow. (3) Seller shall have received an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for Buyer, substantially in the form of EXHIBIT I. In rendering the foregoing opinion, such counsel may rely as to factual matters upon certificates or other documents furnished by directors and officers of Buyer and by governmental officials, and upon such other documents as such counsel deem appropriate as a basis for such opinion. Such counsel may specify the jurisdictions as such counsel deem appropriate as a basis for such opinion. Such counsel may specify the jurisdictions in which they are admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. To the extent such opinion concerns the laws of any other such jurisdiction, such counsel may either provide an opinion of counsel admitted to practice in such jurisdiction (which counsel shall be reasonably acceptable to Seller) in lieu of its own opinion or rely upon the opinion of such counsel. Seller hereby agrees that the firm of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ is acceptable to Seller for purposes of providing such opinions involving the laws of the State of Maryland. To the extent that any opinion rendered by counsel admitted to practice in another jurisdiction or relied upon by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., including any exception or limitation thereto, is materially different from the opinion to be delivered to Seller at the Closing by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., such opinion shall be reasonably satisfactory to Seller and a copy of such opinion shall be delivered to Seller at Closing. (4) No law or order shall have been enacted, entered, issued, promulgated or enforced by any governmental entity which prohibits or restricts the "transactions contemplated by this Agreement. No governmental entity shall have notified any party to this Agreement that consummation of the transactions contemplated by this Agreement would constitute a violation of any law of any jurisdiction or that it intends to commence proceedings to restrain or prohibit such transactions or force divesture or rescission, unless such governmental entity shall have withdrawn such notice and abandoned any such proceedings prior to the time which otherwise would have been the Closing Date". (5) with respect The issuance of the Acquisition Common Stock shall have been approved by the requisite vote of the stockholders of Buyer. (6) The Acquisition Common Stock shall have been approved for listing on the NYSE. (7) No event shall have occurred and no set of circumstances shall exist which could reasonably be expected to have a Material Adverse Effect. (c) If Closing has not occurred: (1) as to Group A, within 120 days from the Company or Opening of Escrow; (2) as to Group B, within 120 days from the Investor, as Opening of Escrow plus the case may be, as if it had been made on and as number of such Closing Date; the accuracy on and as of days to which the Closing Date of the statements of the officers of the Company made for Group B is extended pursuant to the provisions hereofSection 1.(d); and the performance by the Company and the Investor on and (3) as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementGroup C, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of within 120 days from the date thereofthe Group C Notice is given, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At then either Seller or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it Buyer may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in terminate this Agreement and the Offering Materials, or in order to evidence Escrow by notifying the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving other; PROVIDED that a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, party may not in the ordinary course of business except the transactions pursuant to the Securities Purchase so terminate this Agreement entered into by the Company on the date hereof which if Closing has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in occurred because of such party's default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialshereunder. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as Company of the even date thereof, herewith which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingClosing except as set forth in the SEC Documents, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP, counsel to the Manager, shall be deliver to all the parties hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley A▇▇▇▇▇ ▇▇▇▇▇ & W▇▇▇ LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 7.1 The Closing shall Purchaser has entered into this Agreement in reliance upon representations, covenants and agreements of the Issuer and the Borrower contained herein, in reliance upon the representations, covenants and agreements to be held contained in the documents and instruments to be delivered at the offices Closing and upon the performance by the Issuer and the Borrower of their obligations hereunder, both as of the Investor or its counsel. The obligations date hereof and as of the Placement Agent hereunder shall Closing Date. Accordingly, the Purchaser’s obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds will be subject to the continuing performance by the Issuer and the Borrower of their respective obligations to be performed by them hereunder at or prior to the Closing, and to the accuracy in all material respects of the representations representations, covenants and warranties agreements of the Company Issuer and of the Investor Borrower contained herein as of the date hereof and as of the Date of Closing (as if made on the "Closing Date") with respect , and will also be subject to the Company following additional conditions: (a) The Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties made by either of the Issuer or the InvestorBorrower in this Agreement, as the case may be, as if it had which representations and warranties will be deemed to have been made on again at and as of such the time of the Closing Date; and will then be true in all material respects. (b) This Agreement, the accuracy other Issuer Documents and the Loan Documents each shall have been executed and delivered by each of the parties thereto, shall be in full force and effect on and as of the Closing Date and shall be in form and substance satisfactory to the Purchaser and no event of default shall exist under any such documents, and the Issuer and the Borrower shall have complied with the terms of the statements Issuer Documents and Loan Documents, respectively. 7.2 In addition to the conditions set forth in Section 7.1, the obligations of the officers Purchaser to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Purchaser of the Company made pursuant following items: (a) An opinion of Bond Counsel, dated the Closing Date and addressed to the provisions hereof; Purchaser, substantially in the form set forth in Exhibit C; (b) An opinion of counsel (addressed to the Purchaser and the performance Trustee) or certificate of the Issuer, satisfactory in form and substance to the Purchaser, dated the Closing Date and covering the points identified in Exhibit D; (c) An opinion or opinions of counsel to the Borrower and the Partners, addressed to the Issuer and the Purchaser dated the Closing Date in form and substance reasonably acceptable to Issuer; (d) A certificate of the Borrower, dated the Closing Date and signed by the Company Partners, in form and substance satisfactory to the Purchaser and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion; (e) An investor letter in form and substance reasonably acceptable to Issuer; (f) An opinion of counsel to the Trustee or Trustee’s certificate addressed to the Purchaser, covering the points identified in Exhibit E; (g) A properly completed and executed IRS Form 8038; (h) A certified copy of the Resolution and an executed original of each of the Issuer Documents and the Investor on Loan Documents; and (i) Such additional financing statements, legal opinions, certificates and other documents as the Purchaser or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of its covenants the respective representations and obligations hereunder warranties herein contained and to evidence compliance by the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Issuer and the Placement Agent shall receive the opinion of Counsel to the CompanyBorrower with this Agreement and all applicable legal requirements, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At due performance and satisfaction by either of you at or prior to the Closing, the Investor such time of all agreements then to be performed and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them all conditions then to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of be satisfied by you. 7.3 If any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above Sections 7.1 or 7.2 have not been satisfied and that, as of met on the applicable closingClosing Date, the representations and warranties of the Company set forth herein are true and correctPurchaser may, at its sole option, terminate this Agreement or proceed to Closing upon waiving any rights under this Agreement with respect to any such condition. If this Agreement is terminated pursuant to this Section, no party will have any rights or obligations to any other party, except as provided in Section 10. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. IN FAVOUR OF THE INVESTOR ----------------------------------------------- The Closing shall be held at following are the offices conditions of the Investor or its counsel. The obligations Investor's obligation to close the purchase of the Placement Agent hereunder shall Convertible Notes and Warrants as contemplated hereby, which conditions are for its sole benefit and may be subject waived in writing in whole or in part and which conditions the Company covenants to exercise its best efforts to have fulfilled at or prior to the continuing accuracy Time of Closing: (a) the Company will have made and/or obtained all necessary filings, approvals, consents and acceptances of the representations appropriate regulatory authorities and warranties stock exchanges required to be obtained by the Company prior to the Closing Date; (b) the common shares (the "Subject Securities") underlying the Convertible Notes and Warrants shall have been conditionally approved for listing on the TSE and the TSE shall have confirmed either orally or in writing that the Subject Securities will, as soon as possible following their issue, be posted or listed for trading on the TSE; (c) the Company's directors shall have authorized and approved this agreement, each of the Indentures, the issuance of the Convertible Notes, the Warrants and the Subject Securities and all matters related thereto; (d) the Company shall have delivered to the Investor the Convertible Notes and Warrants in accordance with the terms of this agreement and the Note Indenture and the Warrant Indenture; (e) the Investor shall have received a certificate, dated the Closing Date, signed by an officer of the Company and certifying (i) that attached thereto is a true, correct and complete copy of resolutions duly adopted by the Investor herein as directors of the date hereof Company referred to in paragraph (c) above and as of (ii) the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements incumbency of the officers of executing the closing documents; (f) it shall be the case that, and the Company made pursuant will deliver to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company and signed by an executive officer and chief financial officer, dated as on behalf of the applicable ClosingCompany by Marc J. Oppenheimer addressed to the Investor and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇ate, in form satisfactory to counsels to the Investor, certifying that: (i) no order ceasing or suspending trading in any Securities of the Company or prohibiting the sale of the Convertible Notes, the Warrants, the Subject Securities or any of the Company's issued securities has been issued and no proceedings for such purpose are pending or, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as knowledge of the applicable closingsigner, threatened; (ii) there has not been any disruption in the market for the Common shares of the Company (including, but not limited to, a material decrease in the trading price or trading volume of the common shares) or the United States stock markets as a whole since June 30, 2002; (iii) the representations and warranties of the Company set forth herein are and in each Indenture shall be true and correct.correct in all material respects as of the date when made and as of the Closing Date as though made on and as of such date; E. The Placement Agent (iv) the Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this agreement and each Indenture to be performed, satisfied or complied with by the Company at or prior to the Closing Date, and, for greater certainty, there is no event of default under the Note Indenture or an event which, with the passage of time or the giving of notice or both, would constitute an event of default or default, as the case may be, under an Indenture; (v) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, condition, affairs, prospects, operations, assets, liabilities (contingent or otherwise) or capital of the Company and its subsidiaries taken as a whole since June 30, 2002, and (vi) the Company is a "reporting issuer" not in default under the securities laws of Ontario and has timely filed all forms and reports under the Exchange Act required to be filed by it since it has become subject to the periodic reporting requirements thereunder and there is no material change in the affairs of the Company which presently requires disclosure under applicable securities laws which has not been so disclosed and no such disclosure has been made on a confidential basis which has not been subsequently disclosed; (g) the Investor shall have no obligation completed to insure that its reasonable satisfaction its periodic due diligence investigations of the Company; and (xh) any check, note, draft or other means of payment for the Common Stock Company will have caused a favourable legal opinion to be honored, paid or enforceable against delivered by its counsel(s) with respect to such matters as the Investor may reasonably request relating to this transaction, acceptable in all reasonable respects to the Investor's counsels, including, without limitation, that: (i) this agreement has been duly authorized, executed and delivered by the Company and is legally binding upon the Company and enforceable in accordance with its termsterms (subject to usual assumptions and qualifications); (ii) the Convertible Notes and Warrants issuable hereunder have been validly created and issued and have the attributes and characteristics contemplated by this agreement; (iii) the execution and delivery of each of the Indentures have been duly authorized by the Company and are each valid and binding agreements upon the Company and upon CIBC Mellon, or enforceable in accordance with its terms (y) subject to the performance usual assumptions and qualifications) and CIBC Mellon has been duly appointed as trustee under the Note Indenture and warrant agent under the Warrant Indenture; (iv) the Subject Securities have been validly allotted and will be issued as fully paid and non-assessable upon conversion or exercise of the Placement Agent's obligations Convertible Notes and Warrants, respectively, in accordance with their terms; (v) the TSE has approved the issuance of the Convertible Notes, Warrants and Subject Securities and the accuracy Subject Securities have been conditionally approved for listing on the TSE; (vi) the issue and sale of the Placement Agent's representations Convertible Notes and warranties hereunderWarrants have been properly effected in such a manner as to be exempt, either by statute or regulation or order, from the prospectus requirements of Ontario securities laws; (1vii) the Offering is issuance of Common Shares upon the exercise of such Convertible Notes and Warrants in accordance with their terms will in each case be registered or exempt from the prospectus and registration requirements of the 1933 Act or any applicable state "Blue Sky" law or securities laws of Ontario and of the United States; and (2viii) the Investor Company has been duly incorporated and is an Accredited Investorvalidly subsisting under the laws of Canada and has the corporate power and capacity to own its properties and assets and to carry on its business it is as presently carried on. In giving the opinions contemplated above, counsel(s) to the Company shall be entitled to rely, where appropriate, upon local counsel and shall be entitled, as to matters of fact not within their knowledge, to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy.

Conditions of Closing. 7.1 The Closing shall Purchaser has entered into this Agreement in reliance upon representations, covenants and agreements of the Issuer and the Borrower contained herein, in reliance upon the representations, covenants and agreements to be held contained in the documents and instruments to be delivered at the offices Closing and upon the performance by the Issuer and the Borrower of their obligations hereunder, both as of the Investor or its counsel. The obligations date hereof and as of the Placement Agent hereunder shall Closing Date. Accordingly, the Purchaser's obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds will be subject to the continuing performance by the Issuer and the Borrower of their respective obligations to be performed by them hereunder at or prior to the Closing, and to the accuracy in all material respects of the representations representations, covenants and warranties agreements of the Company Issuer and of the Investor Borrower contained herein as of the date hereof and as of the Date of Closing (as if made on the "Closing Date") with respect , and will also be subject to the Company following additional conditions: (a) The Purchaser shall not have discovered any material error, misstatement or omission in the representations and warranties made by either of the Issuer or the InvestorBorrower in this Agreement, as the case may be, as if it had which representations and warranties will be deemed to have been made on again at and as of such the time of the Closing Date; and will then be true in all material respects. (b) The Borrower and the accuracy Issuer shall have each performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them at or prior to Closing. (c) This Agreement, the other Issuer Documents and the Loan Documents each shall have been executed and delivered by each of the parties thereto, shall be in full force and effect on and as of the Closing Date and shall be in form and substance satisfactory to the Purchaser and no event of default shall exist under any such documents. 7.2 In addition to the conditions set forth in Section 7.1, the obligations of the statements Purchaser to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Purchaser of the officers following items: (a) An opinion of Bond Counsel, dated the Closing Date and addressed to the Purchaser, substantially in the form set forth in Exhibit C; (b) An opinion of counsel (addressed to the Purchaser and the Trustee) or certificate of the Company made pursuant Issuer, satisfactory in form and substance to the provisions hereof; Purchaser, dated the Closing Date and covering the points identified in Exhibit D; (c) An opinion or opinions of counsel to the Borrower, the Partners and the performance Guarantor, addressed to the Issuer and the Purchaser dated the Closing Date and substantially in the form set forth in Exhibit E; (d) A certificate of the Borrower, dated the Closing Date and signed by the Company Partners, in form and substance satisfactory to the Purchaser and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion; (e) An opinion of counsel to the Trustee or Trustee’s certificate addressed to the Purchaser, covering the points identified in Exhibit F; (f) A properly completed and executed IRS Form 8038; (g) A certified copy of the Resolution and an executed original of each of the Issuer Documents and the Investor on Loan Documents; and (h) Such additional financing statements, legal opinions, certificates and other documents as the Purchaser or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of its covenants the respective representations and obligations hereunder warranties herein contained and to evidence compliance by the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Issuer and the Placement Agent shall receive the opinion of Counsel to the CompanyBorrower with this Agreement and all applicable legal requirements, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At due performance and satisfaction by either of you at or prior to the Closing, the Investor such time of all agreements then to be performed and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them all conditions then to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of be satisfied by you. 7.3 If any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph Sections 7.1 or 7.2 have not been met on the Closing Date, the Purchaser may, at its sole option, terminate this Agreement or proceed to Closing upon waiving any rights under this Agreement with respect to any such condition. If this Agreement is terminated pursuant to this Section, no party will have any rights or obligations to any other party, except as provided in Section 10. Section 8. Actions and Events at the Closing. The following events will take place at the Closing: (Ca) above have been satisfied and thatThe Issuer will deliver the Bonds to the Purchaser or its designee, as at the place set forth in Item 4 in Exhibit B. The Bonds so delivered will be in the form required by the Indenture, duly executed on behalf of the applicable closingIssuer and authenticated by the Trustee, and will be fully registered in the names requested by the Purchaser or its designee. (b) The Borrower will deliver or cause to be delivered to the Purchaser at the place set forth in Item 4 in Exhibit B, or at such other place or places as the parties hereto may mutually agree upon, the representations and warranties materials described in Section 7.2. (c) The Purchaser or its designee will deliver to the Trustee, for the account of the Company Issuer or as the Issuer directs, an amount equal to the purchase price of the Bonds as set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means in Item 2 of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject Exhibit B by wire transfer to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunderTrustee, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorin immediately available federal funds.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. 10.1 The obligations of the Placement Agent hereunder shall be Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the continuing accuracy Underwriter of the items described in Section 10.2 hereof and to the satisfaction of the following conditions: (a) The Underwriter will not have discovered any material error, misstatement or omission in the representations and warranties of the Company made in this Purchase Agreement, which representations and the Investor herein as of the date hereof warranties will be deemed to have been made again at and as of the Date time of the Closing and will then be true in all material respects. (b) The Issuer and the "Closing Date"Borrower will have performed and complied with all agreements and conditions required by this Purchase Agreement to be performed or complied with by such respective parties at or prior to Closing. (c) with respect to The Bonds, the Company or Financing Documents and the InvestorOfficial Statement shall each have been executed and delivered by each of the parties thereto, as the case may be, as if it had been made on shall be in full force and as of such Closing Date; the accuracy effect on and as of the Closing Date and shall not have been amended, modified or supplemented prior to the Closing except as may have been agreed to in writing by the Underwriter and no event of default shall exist under any such documents. (d) The Underwriter will have received orders for all of the statements Bonds (or such amount of the officers Bonds as is acceptable to the Underwriter) and (a) such orders have not been withdrawn at the time of the Company made pursuant Closing and (b) the market price or marketability, at the initial offering price set forth in the Official Statement, of the Bonds shall not have been materially and adversely affected, in the reasonable judgment of the Underwriter. (e) The Borrower shall have entered into the Continuing Disclosure Agreement containing covenants meeting the requirements of Rule 15c2-12 under the 1934 Act. (f) The Issuer shall have received the executed Issue Price Certificate of the Underwriter, substantially in the form attached to this Purchase Agreement as Exhibit E. 10.2 In addition to the provisions conditions set forth in Section 10.1 hereof; , the obligations of the Underwriter to consummate at the Closing the transactions contemplated hereby are subject to receipt by the Underwriter of the following items: (a) An approving opinion of Bond Counsel, dated the Closing Date, relating to the validity of the Bonds and the performance by tax-exempt status of the Company Bonds, substantially in the form attached to the Official Statement as Appendix I, and a letter of such counsel, addressed to the Federal National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”), the Underwriter, and the Investor on Issuer, to the effect that such opinion may be relied upon, together with a supplemental opinion of Bond Counsel, satisfactory in form and substance to the Underwriter and the Issuer, dated the Closing Date, substantially in the form attached hereto as Exhibit B. (b) An opinion of counsel to the Borrower, dated the Closing Date, satisfactory in form and substance to the Underwriter, the Trustee, ▇▇▇▇▇▇ ▇▇▇, Bond Counsel and the Issuer and in substantially the form attached hereto as Exhibit C. (c) An opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ LLC, counsel to the Underwriter, dated the Closing Date, satisfactory in form and substance to the Underwriter. (d) A certificate of the Issuer, dated the Closing Date and signed by an authorized official or officer of the Issuer, to the effect that (i) each of the Issuer’s representations contained herein and in all other Issuer Documents, which representations will be deemed to have been made again at and as of the Closing Date time of its covenants Closing, are true and obligations hereunder correct in all material respects; (ii) the Issuer has performed and complied with all agreements and conditions required by this Purchase Agreement to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At performed or complied with by it at or prior to the Closing, ; and (iii) the Investor information contained in the Preliminary Official Statement and the Placement Agent shall have been furnished such documents, certificates Official Statement under the captions “THE ISSUER” and opinions as it may reasonably require for the purpose “NO LITIGATION – The Issuer” is true and correct in all material respects and does not contain any untrue statement of enabling them a material fact or omit to review or pass upon the matters referred to in this Agreement and the Offering Materials, or state any material fact necessary in order to evidence make the accuracystatements contained therein, completeness or satisfaction of any in light of the representationscircumstances under which they were made, warranties or conditions herein containednot misleading. C. At (e) Evidence that a public hearing has been duly held and the issuance of the Bonds has been duly approved as required by the Code. (f) A certificate of the Issuer, dated the Closing Date and signed by an authorized officer of the Issuer, in form and substance satisfactory to the Issuer, the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion. (g) A certificate of the Borrower, dated the Closing Date and signed by its authorized representative, to the effect that: (i) each of the Borrower’s representations and warranties contained herein and in all Borrower Documents, which representations and warranties will be deemed to have been made again at and as of the time of Closing, are true and correct in all material respects; (ii) the Borrower has performed and complied with all agreements and conditions required by this Purchase Agreement to be performed or complied with by it at or prior to the Closing; (iii) since the date of the Official Statement and except as set forth therein, (i) there shall have has not been no any material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesBorrower’s operations, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; ; (iv) except as set forth the information contained in the Offering MaterialsPreliminary Official Statement and the Official Statement is true and correct in all material respects and does not contain any untrue statement of a material fact and does not omit to state a material fact necessary in order to make the statements contained therein, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations light of the Company (contingent or otherwise) and trade payable debt; circumstances under which they were made, not misleading; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) there is no action, suit suit, proceeding, inquiry or proceedinginvestigation, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commissioncourt, public board or other administrative agencybody pending or, domestic to the best knowledge of the Borrower, threatened against or foreignaffecting the Borrower or any of its affiliates, nor, to the best knowledge of the Borrower, is there any basis therefor, wherein an unfavorable decision, ruling or finding could would, in any way, materially and adversely affect the businesses, prospects transactions contemplated by the Financing Agreement or financial condition or income the operation and management of the CompanyProject, except as set forth or that might result in any material adverse change in the Offering Materialsbusiness, operations, properties, assets, liabilities or condition (financial or other) of the Borrower or that materially affects the information in the Preliminary Official Statement and the Official Statement; and (vi) such other matters as the Underwriter may reasonably request. D. If requested at Closing the Investor and the Placement Agent shall receive a (h) A certificate of the Company Borrower dated the Closing Date and signed by its authorized representative, in form and substance satisfactory to the Underwriter and Bond Counsel, respecting certain tax matters as may be reasonably required by Bond Counsel to enable it to give its opinion. (i) A certificate of the Trustee, dated the Closing Date and signed by an executive authorized officer of the Trustee, in form and chief financial officersubstance satisfactory to the Underwriter. (j) The Borrower’s 15c2-12 Certificate, substantially in the form attached hereto as Exhibit D, duly executed by the Borrower. (k) Certified copies of the organizational documents of the Borrower and copies of the resolutions or actions of its partners (if applicable) authorizing the execution and delivery of the Borrower Documents. (l) The Financing Documents (or certified copies thereof) duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to by the Issuer, Bond Counsel and the Underwriter. (m) A certificate of ▇▇▇▇▇▇ ▇▇▇ dated the Closing Date, delivered to the Issuer, Bond Counsel and the Underwriter, substantially in the form attached hereto as Exhibit F. (n) A certificate of the Permanent Lender dated the Closing Date, delivered to the Issuer, Bond Counsel and the Underwriter, substantially in the form attached hereto as Exhibit G. (o) Written evidence satisfactory to the Underwriter that ▇▇▇▇▇’▇ Investors Service, Inc. (the “Rating Agency”) has issued a rating of “[Aaa]” for the Long-Term Bonds and a rating of “[Aaa/VMIG 1]” for the Short-Term Bonds, and such ratings shall be in effect on the Closing Date. (p) A verification report relating to (a) the adequacy of cash and/or U.S. Treasury Securities to be held in separate funds to pay the debt service requirements of the Bonds, (b) the yield on the Series 2025A-1 Bonds to maturity, (c) the yield on the Series 2025A-2 Bonds through the Initial Mandatory Tender Date, (d) the blended yield on the Bonds through the Initial Mandatory Tender Date, (e) the blended yield on the Eligible Investments (as defined in the Indenture) allocable to the Bonds, (f) the yield on the Eligible Investments allocable to the Series 2025A-1 Bonds, and (g) the yield on the Eligible Investments allocable to the Series 2025A-2 Bonds. (q) Such additional legal opinions, certificates, instruments and other documents as the Underwriter, the Issuer or Bond Counsel may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of the respective representations and warranties of the Issuer and the Borrower herein contained and of the Official Statement, and to evidence compliance by the Issuer and the Borrower with this Purchase Agreement and all applicable Closinglegal requirements, and the due performance and satisfaction by the Issuer and the Borrower at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the effect that Issuer and the Borrower. 10.3 If any of the conditions set forth in subparagraph (C) above Section 10.1 or 10.2 hereof have not been satisfied and that, as of met on the applicable closingClosing Date, the representations and warranties of the Company set forth herein are true and correctUnderwriter may, at its sole option, terminate this Purchase Agreement or proceed to Closing upon waiving any rights under this Purchase Agreement with respect to any such condition. If this Purchase Agreement is terminated pursuant to this Section 10, no party will have any rights or obligations to any other, except as provided in Section 13 hereof. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy at curacy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants cover ants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereofhereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; : (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state stats commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 6.1 All obligations of the Placement Agent hereunder shall be FC and Exchangeco under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendors and the Investor herein ICP contained in this Agreement or in any Schedule hereto or certificate or other document delivered to FC pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and FC and Exchangeco shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for FC and Exchangeco and signed under seal by the accuracy Vendors and by the senior officer of ICP to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of FC and Exchangeco; (b) The Vendors shall have caused to be delivered to FC and Exchangeco a certificate of an officer of ICP and an opinion of legal counsel acceptable to counsel to FC, dated as of the Closing Date; (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of ICP or the Business (financial or otherwise) from that shown on or reflected in ICP Financial Statements; (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date; and (e) ICP shall have delivered to FC those financial statements of ICP specified in paragraph 5.1 hereof. 6.2 In the event any of the foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of FC and Exchangeco, FC or Exchangeco may terminate this Agreement by written notice to the Vendors and in such event FC shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by FC or Exchangeco without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 6.3 All obligations of the Vendors under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of FC, Exchangeco and the Principal Shareholders contained in this Agreement or in any Schedule hereto or certificate or other document delivered to ICP and the Vendors pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date from each of FC and Exchangeco, in a form satisfactory to the Vendors and signed under seal by two senior officers of the Company made pursuant FC or Exchangeco, respectively, to the provisions hereof; effect that such representations and the performance by the Company warranties referred to above are true and the Investor correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendors; (b) FC shall have caused to be delivered to the following further conditions: A. Upon the effectiveness Vendors a certificate of a registration statement covering the Standby Equity Distribution Agreement, the Investor an officer of FC and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendors, dated as of the date thereof, which opinion Closing Date; (c) Exchangeco shall have caused to be in form and substance reasonably satisfactory delivered to the Investor, their Vendors a certificate of an officer of Exchangeco and an opinion of legal counsel and the Placement Agent. B. At or prior acceptable to counsel to the ClosingVendors; (d) At the Closing Date, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise) of FC from that shown on or reflected in FC Financial Statements; and (e) Following the Closing Date, the parties will take such steps as may be necessary, including the filing of an information statement pursuant to Section 14(f) of the Company from Exchange Act and Rule 14f-1 thereunder, to effect the latest dates as change in officers and directors of which such condition is set forth FC described in paragraph 7.3 below. 6.4 In the Offering Materials; (ii) there shall have been no transaction, not event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 6.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver fulfilled or extension has not been otherwise received; (iv) except as set forth in the Offering Materialsperformed by FC, the Company shall not have issued any securities (other than those Principal Shareholders or Exchangeco at or before the Closing Date to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendors then the assets of the Company Vendors shall have been pledged or mortgagedall the rights and privileges granted to FC under paragraph 6.2, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsmutatis mutandis. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent Underwriters hereunder shall be subject (a) to the continuing performance by the Trust of its obligations to be performed hereunder or under the Indenture at or prior to the Closing, (b) to the accuracy of and compliance with the representations representations, warranties and warranties covenants of the Company and the Investor herein Responsible Parties contained herein, in each case as of the date hereof time of delivery of this Agreement and as of the Date of Closing Closing, and (c) in the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as discretion of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and Underwriters, to the following further conditions: A. Upon (a) All actions required to be taken and all filings required to be made by the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor Responsible Parties and the Placement Agent shall receive Trust under the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or Act prior to the Closing, sale of the Investor and the Placement Agent Notes shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review duly taken or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. made. At and prior to the ClosingClosing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Responsible Parties or the Underwriters, shall be contemplated by the SEC. (b) Since the respective dates as of which information is given in the Registration Statement (or any amendment or supplement thereto), except as may otherwise be stated therein or contemplated thereby, there shall not have occurred (i) there shall have been no material adverse change nor any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Responsible Parties not contemplated by the Registration Statement, which in the opinion of the Representative, would materially adversely affect the market for the Notes, or (ii) any event or development which makes any statement made in the Registration Statement or Prospectus untrue in any material respect or which, in the opinion of the Responsible Parties and their counsel or the Underwriters and their counsel, requires the filing of any amendment to or change in the condition Registration Statement or prospects Prospectus in order to state a material fact required by any law to be stated therein or necessary in order to make the business activitiesstatements therein not misleading, financial if amending or otherwisesupplementing the Registration Statement or Prospectus to reflect such event or development would, in the opinion of the Company from Representative, materially adversely affect the latest dates as market for the Notes. (c) None of which such condition is set forth in the Offering Materials; (ii) there Responsible Parties shall have been no transaction, not in the ordinary course of business except the transactions pursuant failed at or prior to the Securities Purchase Agreement entered into Closing Date to have performed or complied in any material respect with any of their respective agreements herein contained and required to be performed or complied with by the Company on the date hereof which has not been disclosed in the Offering Materials it hereunder at or prior to the Placement Agent in writing; Closing Date. (iiid) except as set forth in Fitch Ratings ("Fitch"), ▇▇▇▇▇'▇ Investors Services, Inc. ("Moody's"), and Standard & Poor's ("S&P") shall have (1) rated the Offering MaterialsSeries A Notes "AAA", "Aaa", and "AAA", respectively, and (2) rated the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering MaterialsSeries B Notes at least "A", the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class "A2", and "A", respectively, and there shall not have been any change in the indebtedness announcement by any of Fitch, Moody's or S&P that (long or short termi) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting it is downgrading any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, ratings assigned to the effect that Notes or (ii) it is reviewing its ratings assigned the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation Notes with a view to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termspossible downgrading, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunderwith negative implications, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investordirection not determined.

Conditions of Closing. The Closing shall be held at the offices In consideration of the Investor or Manager accepting this Subscription Agreement and conditional thereon, the Subscriber on its counsel. The obligations behalf and, if applicable, on behalf of others for whom it is contracting under this Subscription Agreement: (a) agrees to complete, execute and deliver and agrees to cause any purchaser for whom it is acting to complete, execute and deliver to the Manager all relevant documents required by applicable securities legislation, as the sale of the Placement Agent hereunder shall Units will not be qualified by a prospectus or similar document filed in any jurisdiction and the Units will be subject to resale restrictions under such securities legislation and related policies; (b) understands that if the continuing accuracy Subscriber is not purchasing the Units as principal for its own account, in the absence of an available exemption, each beneficial purchaser who is acquiring the Units as principal for its own account must ensure the availability of an exemption from the prospectus requirements of applicable securities legislation with respect to such purchase, and each such purchaser, and not the Subscriber (unless the Subscriber is an authorized agent with power to sign on behalf of the representations beneficial purchaser), must execute all relevant documentation, including this Subscription Agreement and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") all documentation required by applicable securities legislation with respect to the Company Units being acquired by each such purchaser as principal; (c) acknowledges that there is no market for the Units, and that their transfer or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made resale is subject to certain restrictions pursuant to the provisions hereof; Declaration of Trust and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:applicable laws; A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (id) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect agrees that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement AgentSubscriber's representations and warranties hereunder, (1) contained in Section 3 of this Subscription Agreement and in the Offering is exempt from applicable schedules hereto must be true and correct at the registration requirements closing of the 1933 Act purchase and sale of the Units as if made at such time and date, having given effect to the transactions contemplated by this Subscription Agreement; (e) acknowledges that the Subscriber has been provided with and has reviewed a copy of the Principal Documents and in purchasing the Units has relied solely on the Principal Documents and not upon any oral or written representation as to any fact or otherwise made by or on behalf of the Fund, the Manager or any associate or affiliate of the Manager, or any other person; (f) acknowledges that the Units have not been and will not be registered under any Canadian or United States securities laws; (g) acknowledges that the Subscriber has been advised to consult its own legal, investment and tax advisors with respect to the merits and risks of investment in the Units and applicable state "Blue Sky" law resale restrictions; (h) acknowledges that the Subscriber is responsible for obtaining such legal advice as the Subscriber considers appropriate in connection with the execution, delivery and performance by the Subscriber of this Subscription Agreement and the transactions contemplated hereby; (i) acknowledges that the offer made by this Subscription Agreement is irrevocable but does not require acceptance by the Manager; and (j) acknowledges that no agency, governmental authority, regulatory body, stock exchange or (2) other entity has made any finding or determination as to the Investor is an Accredited Investormerit of investment in, nor have any such agencies or governmental authorities made any recommendation or endorsement with respect to, the Units or the Principal Documents.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) At the Initial Closing Time and each Subsequent Closing Time no order suspending the effectiveness of a registration statement covering the Standby Equity Distribution AgreementRegistration Statement shall have been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC and no objection to the content thereof shall have been expressed or threatened by the CFTC or NFA. (b) At the Initial Closing Time, the Investor Sidley & Austin, counsel to CISI and the Placement Agent Trust, shall receive deliver to all the opinion of Counsel to the Companyparties hereto its opinion, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to each of the Investorparties hereto, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.effect that: C. At and prior to the Closing, (i) there The Certificate of Trust pursuant to which the Trust has been formed and the Declaration and Agreement of Trust each provides for the subscription for and sale of the Units; all action required to be taken by the Managing Owner and the Trust as a condition to the subscription for and sale of the Units to qualified subscribers therefor has been taken; and, upon payment of the consideration therefor specified in the accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid beneficial interests in the Trust and each subscriber who purchases Units will become a Unitholder, subject to the requirements (x) that each such purchaser shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesduly completed, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant executed and delivered to the Securities Purchase Trust a Subscription Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or and Power of Attorney relating to the Placement Agent in writing; Units purchased by such party, (iiiy) except that such purchaser meets all applicable suitability standards as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; Prospectus and (vz) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of such purchaser in the Company set forth herein Subscription Agreement and Power of Attorney are true and correct. E. (ii) The Placement Agent shall Trust is a business trust duly organized pursuant to the Certificate of Trust, the Declaration and Agreement of Trust and the Trust Act and validly existing under the laws of the State of Delaware with proper power and authority to conduct the business in which it proposes to engage as described in the Prospectus; the Trust has filed a certificate of assumed name in the State of Illinois pursuant to 805 I.L.C.S. 405/1 and need not effect any other filings or qualifications under the laws of the United States in order to preserve the status of the Trust as a business trust or to enable the Trust to perform its obligations under the Trading Advisory Agreement and this Agreement and to conduct the business in which it proposes to be engaged as described in the Prospectus. (iii) CISI is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware with corporate power and authority to act as managing owner of the Trust, and is qualified to do business and is in good standing as a foreign corporation in the State of Illinois and in each other jurisdiction in which the failure to so qualify might, in its opinion, reasonably be expected to result in material adverse consequences to the Trust. CISI has full corporate power and authority to perform its obligations as described in the Registration Statement and Prospectus. (iv) Each of CISI (including the principals, as defined in the Commodity Act, of CISI) and the Trust has all Federal and state governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and state governmental and regulatory agencies necessary in order for each of CISI and the Trust to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have no obligation to insure been rescinded or revoked. (v) Each of the Declaration and Agreement of Trust, the Escrow Agreement, the FX Agreement, the Trading Advisory Agreement, the Customer Agreement and this Agreement has been duly and validly authorized, executed and delivered by or on behalf of CISI or the Trust, as the case may be, and assuming that such agreements are legal, valid and binding on the other parties hereto and thereto, each of the Declaration and Agreement of Trust, the Escrow Agreement, the Trading Advisory Agreement, and this Agreement constitutes a legal, valid and binding agreement of CISI or the Trust (xas the case may be) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (vi) The execution and delivery of this Agreement, the Declaration and Agreement of Trust, the Escrow Agreement, the FX Agreement, and the Trading Advisory Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of any of the provisions of CISI's certificate of incorporation or by-laws, or the Declaration and Agreement of Trust, and, to their knowledge, will not constitute a breach of, or default under, any instrument by which CISI or the Trust is bound or any order, rule or regulation applicable to CISI or the Trust of any court or any governmental body or administrative agency having jurisdiction over CISI or the Trust. (vii) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceeding within the last five years, to which CISI (or any principal of CISI) or the Trust is or was a party, or to which any of their assets is or was subject, which are required to be, but are not disclosed in, the Registration Statement or Prospectus or which might reasonably be expected to materially adversely affect the condition (financial or otherwise), business or prospects of CISI or the Trust. (viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the 1933 Act, the Commodity Act, NFA compliance rules or applicable securities or "Blue Sky" laws. (ix) The terms and provisions of the Declaration and Agreement of Trust, the Customer Agreement, the FX Agreement, the Customer Agreement, the Trading Advisory Agreement and this Agreement conforms in all material respects to descriptions thereof contained in the Prospectus. (x) The Registration Statement is effective under the 1933 Act and, to the best of their knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act. (xi) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the SEC Regulations under the 1933 Act and CFTC regulations. Nothing has come to their attention that would lead them to believe that with respect to CISI, the Lead Selling Agent or CISFS (a) at the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (yb) subject the Prospectus as first issued or as subsequently issued or at the Initial Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus or (B) as to any performance of data set forth in the Placement Agent's obligations Registration Statement, and Prospectus, including Appendix I (and the notes thereto) in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the Placement Agent's representations information in Appendix I, that such Appendix I complies as to form in all material respects with applicable CFTC rules. (xii) Such counsel confirm their opinion, a form of which appears as Exhibit 8.01 to the Registration Statement, that the summary of Federal income tax consequences to Unitholders set forth under the caption "Federal Income Tax Consequences" in the Prospectus accurately describes the material tax consequences set forth therein and warranties hereunderthat such counsel further confirm their advice to CISI explicitly set forth therein and in such Exhibit 8.01. (xiii) To their knowledge, (1a) there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be described or referred to in the Offering Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed as exhibits thereto, and with respect to the existing contracts, indentures, mortgages, loan agreements, leases and other documents so described, referred to or filed, the descriptions thereof, references thereto or copies so filed are correct in all material respects, and (b) no material default on the part of CISI or the Trust exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract or lease so described or filed. (xiv) Assuming operation in accordance with the Prospectus, the Trust, at Closing Time, is exempt from not an "investment company" as that term is defined in the registration requirements Investment Company Act of 1940, as amended. In rendering the 1933 Act or any applicable state "Blue Sky" law or (2) opinions set forth above, Sidley & Austin may rely, as to matters of Delaware law, upon the Investor is an Accredited Investoropinion of Messrs. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, Wilmington, Delaware, and as to matters relating to CISI, the Lead Selling Agent and CISFS on internal counsel to ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇.

Conditions of Closing. 8.1 The Closing shall be held at obligation of ParentCo to complete the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder transactions contemplated herein shall be subject to the continuing accuracy following conditions to be fulfilled and/or performed at or prior to the Time of Closing on the Closing Date: (a) ParentCo shall have received the requisite Shareholder approval to increase its authorized ParentCo Common Shares in sufficient amounts to meet its obligations hereunder and under the ParentCo Share Exchange Agreement; (b) the Bank Agreements and any share purchase warrants referred to therein shall have been duly and validly assigned by Hippocampe to ParentCo in a form satisfactory to ParentCo; (c) the representations and warranties of the Company Shareholders contained in this Agreement shall be true and correct in all material respects at the Investor herein as Time of Closing, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been such representations and warranties were made on at and as of such Closing Datetime; (d) the Shareholders shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by them; the accuracy on and as and (e) in aggregate, at least 90% of the Closing Date of the statements of the officers of the Company made issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to the provisions hereof; this Agreement and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution ParentCo Share Exchange Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At 8.2 In the event that the conditions referred to in Section 8.1 hereof shall not have been fulfilled at or prior to the ClosingTime of Closing to the satisfaction of ParentCo, the Investor and the Placement Agent shall have been furnished such documentsacting reasonably, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materialswaived by ParentCo, or in order the event that the Closing Date has not occurred on or prior to evidence the accuracyMarch 31, completeness or satisfaction of any 2001, this Agreement shall be rescinded and ParentCo shall be released from all obligations hereunder. 8.3 The obligation of the representations, warranties Shareholders to complete the transactions contemplated herein shall be subject to the following conditions to be fulfilled and/or performed at or conditions herein contained. C. At and prior to the Closing, Time of Closing on the Closing Date: (ia) there ParentCo shall have been no material adverse change nor development involving a prospective change in the condition received an indemnity from MFC Bancorp Ltd. from and against all claims or prospects or actions arising out of the business activities, financial or otherwise, and undertakings of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant ParentCo prior to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; Time of Closing; (iiib) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are ParentCo contained in this Agreement shall be true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkcorrect in all material respects at the Time of Closing, note, draft or other means of payment for with the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations same force and the accuracy of the Placement Agent's effect as if such representations and warranties hereunderwere made at and as of such time; (c) ParentCo shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it; and (d) in aggregate, (1) the Offering is exempt from the registration requirements at least 90% of the 1933 Act issued and outstanding Hippocampe Common Shares shall have been contributed to ParentCo and/or LuxCo pursuant to this Agreement and the ParentCo Share Exchange Agreement. 8.4 In the event that the conditions referred to in Section 8.3 hereof shall not have been fulfilled at or any applicable state "Blue Sky" law prior to the Time of Closing to the satisfaction of the Shareholders, acting reasonably, or (2) waived by the Investor is an Accredited InvestorShareholders, or in the event that the Closing Date has not occurred on or prior to March 31, 2001, this Agreement shall be rescinded and the Shareholders shall be released from all obligations hereunder.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. (a) Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. (b) At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (c) At and prior to the Closing, : (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and (d) At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Cc) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business business, except the transactions pursuant to the Securities Purchase Agreement dated January ____, 200__, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. (1) The Closing shall be held at obligation of each Purchaser to complete the offices of the Investor or its counsel. The obligations of the Private Placement Agent hereunder shall be is subject to the continuing accuracy satisfaction, on or before the Closing Date, of the following conditions being satisfied in full which conditions are for the exclusive benefit of each Purchaser, any of which may be waived with respect to such Purchaser, in whole or in part, by such Purchaser on its own behalf, in its sole and absolute discretion, without prejudice to its right to rely on any other or others of them: (a) the representations and warranties of the Company and Corporation contained in Section 3.01 will be true in all material respects on the Investor herein Closing Date with the same effect as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been though made on at and as of such Closing Date; the accuracy on date, except that representations and warranties with materiality qualifiers shall be true in all respects and except for representations and warranties that speak as of specific prior dates; (b) each of the acts and undertakings of the Corporation to be performed on or before the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; terms of this Agreement will have been duly performed by them; (c) since the date of execution of this Agreement, there will have been no change in business, operations, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), ownership or condition (financial or otherwise) or results of operations of the Corporation and its Subsidiaries that would be reasonably expected to have a Material Adverse Effect; (d) the Corporation will have obtained Exchange Approval in a form acceptable to the Purchasers, acting reasonably, subject only to the filing, after the Closing Date, of documents customary for similar transactions and the performance by payment of any applicable listing fees; (e) all of the Company Class B Shares will have been converted into Common Shares in accordance with the Corporation’s Constating Documents so that no Class B Shares will be issued or outstanding; (f) the Corporation and the Investor on Purchasers will have entered into the Registration Rights Agreement; (g) ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and as ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the “Founders”) will have executed a consent pursuant to Section 4 of the Closing Date of its covenants Nominating and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Voting Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in a form and substance reasonably satisfactory to the InvestorPurchasers, acting reasonably; and (h) the Founders will have executed a waiver or amendment in accordance with Section 5.5 of the Shareholders’ Agreement and confirmed their counsel and respective registration rights thereunder in relation to the Placement AgentPurchasers, all in a form satisfactory to the Purchasers, acting reasonably. B. At or prior (2) The obligations of the Corporation to complete the Private Placement are subject to the Closingsatisfaction, on or before the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwiseClosing Date, of the Company from following conditions being satisfied in full which conditions are for the latest dates as exclusive benefit of the Corporation any of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into may be waived by the Company on the date hereof which has not been disclosed Corporation, in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law whole or in equitypart, against the Company without prejudice to its rights to rely on any other or affecting any others of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials.them; D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Ca) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkPurchasers contained in Section 3.02, note, draft or other means of payment for the Common Stock will be honoredtrue in all material respects on the Closing Date with the same effect as though made at and as of such time, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's except that their representations and warranties hereunder, with materiality qualifiers shall be true in all respects and except for representations and warranties that speak as of specific prior dates; (1b) each of the acts and undertakings of the Purchasers to be performed on or before the Closing Date pursuant to the terms of this Agreement will have been duly performed by it; (c) the Offering is exempt from Corporation will have obtained Exchange Approval, subject only to the registration requirements filing, after the Closing Date, of documents customary for similar transactions and the payment of applicable listing fees; and (d) the successful conversion of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorClass B Shares into Common Shares.

Conditions of Closing. The Closing Purchaser shall not be held at obligated to complete the offices purchase and sale of the Investor Royalty Interests pursuant to this Agreement unless at or its counsel. The obligations before the Closing Date, unless each of the Placement Agent hereunder shall following conditions, which conditions are for the sole benefit of the Purchaser and may be subject waived in whole or in part by the Purchaser, has been satisfied, and the Seller agrees with the Purchaser to take all such actions, steps and proceedings as necessary to ensure the continuing accuracy of following conditions are fulfilled at or before the Closing Date: (a) the representations and warranties of the Company Seller contained in section 6 shall be true and correct at Closing; (b) the Investor herein as Seller shall have performed and complied with all of the date hereof terms and as conditions in this Agreement on its part to be performed or complied with at or before Closing and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all the documents contemplated in this Agreement, tendered in accordance with this Agreement; (c) there shall be no litigation or proceedings: (i) pending against the Seller or involving the assets or properties of the Date of Closing (the "Closing Date") with respect to the Company or the InvestorSeller, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them enjoining, preventing or restraining the completion of the transactions contemplated hereby or otherwise claiming that such completion is improper; or (ii) pending against the Seller which: (A) in the result, could adversely affect the right of the Purchaser to review acquire or pass upon retain the matters referred to Royalty Interests; or (B) in the judgment of the Purchaser, would make the completion of the transactions contemplated by this Agreement and inadvisable; and (d) the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior Seller shall have delivered to the Closing, Purchaser an executed release in the form attached as Schedule “A” which: (i) there shall have been no material adverse change nor development involving a prospective change in fully discharges and releases the condition or prospects or Purchaser from any obligations under the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsRoyalty Agreement; and (ii) there fully discharges and releases any Lien arising under the Royalty Agreement; (e) the Seller shall have been no transaction, not delivered to the Purchaser an executed general conveyance agreement in the ordinary course of business except form attached as Schedule “B”; and (f) the transactions pursuant Seller shall have delivered to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision Purchaser an executed copy of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent parties hereunder shall at all times be subject to the continuing continued accuracy of the all representations and warranties of the Company and the Investor parties contained herein as of the date hereof though such representations and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it warranties had been made on at and as of such Closing Datetimes, and the following additional conditions: (a) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the SEC; and all requests for additional information on the accuracy on and as part of the SEC shall have been complied with; (b) SSB shall have received an opinion of W▇▇▇▇▇▇ ▇▇▇▇ & G▇▇▇▇▇▇▇▇, dated the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and (as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementdefined in Paragraph 7 below), the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investorit, their counsel and the Placement Agent. B. At or prior to the Closing, effect that: (i) The Partnership has been duly formed and is validly existing as a limited partnership under the Investor Partnership Law with full partnership power and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them authority to review or pass upon the matters referred to in carry out its obligations under this Agreement and the Offering MaterialsPartnership Agreement, or and to conduct its business as described in order the Prospectus, and, to evidence the accuracy, completeness or satisfaction of any best of the representationsknowledge of such counsel, warranties the Partnership conducts no business and owns or conditions herein contained.leases no properties which would require it to qualify to do business as a foreign organization in any jurisdiction; C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have The offer and sale of the Units has been no transaction, not duly authorized by the Partnership and the Units constitute valid limited partnership interests in the ordinary course of business except the transactions pursuant Partnership which conform to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed description thereof contained in the Offering Materials or to Prospectus; and the Placement Agent in writing; (iii) except liability of each limited partner will be limited as set forth in the Offering MaterialsProspectus, and no limited partner will be subject to personal liability for the Company shall debts, obligations, or liabilities of the Partnership by reason of his being a limited partner, other than as described in the Prospectus; (iii) The offer and sale of the Units and the compliance by the Partnership with all of the provisions of this Agreement will not be conflict with or result in default under any provision a breach of any instrument relating of the terms or provisions of the Partnership Certificate or Partnership Agreement, or, to the best of the knowledge of such counsel, any outstanding indebtedness for agreement to which the Partnership is a waiver party or extension has not been otherwise received; by which it is bound; (iv) except as set forth in To the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations best of the Company (contingent or otherwise) and trade payable debt; (v) no material amount knowledge of the assets of the Company shall have been pledged or mortgagedsuch counsel, except as indicated in the Offering Materials; and (v) there is no action, suit suit, litigation or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened proceeding before or by any court or federal or state commission, board or other administrative governmental agency, domestic federal, state or foreignlocal, wherein an unfavorable decisionpending or threatened against, ruling or finding could affecting or involving the property or business of SBFM, or the business of the Partnership, that would materially and adversely affect the businessescondition (financial or otherwise), business or prospects of SBFM or financial condition or income of the CompanyPartnership; and (v) The Registration Statement has become effective under the Act, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closingand, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as best of the applicable closingknowledge of such counsel, no stop order suspending the representations and warranties effectiveness of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) Registration Statement has been issued nor has any check, note, draft or other means of payment proceeding for the Common Stock will be honored, paid issuance of such an order been initiated or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorthreatened.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing No party hereto shall be held at the offices required to consummate any of the Investor transactions described herein unless at Closing, (a) The waiting period under the HSR Act shall have expired or been terminated. (b) No suit, action, investigation, inquiry or other proceeding by any governmental body or any other person or legal or administrative proceeding shall have been instituted or threatened which may materially adversely affect the financial conditions, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of Company and its counsel. The obligations subsidiaries taken as a whole or which questions the validity or legality of the Placement Agent hereunder transactions described herein and no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prohibit the consummation of the transactions, contemplated hereby. (c) Purchaser shall have received an opinion from counsel to Company, Nason, Yeager, Gerson, White and ▇▇▇▇▇, P.A., as to the matters referred to in Paragraphs 5(b), 5(c) and 5(e); that the transfer of the Shares from Sellers and Other Shares to Purchaser will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; when paid for in accordance with the terms of the respective option agreements, the shares issuable upon exercise of options held by Sellers, and the Other Shares will be duly issued, fully paid and non-assessable; the issuance of the shares issuable upon exercise of options held by Sellers, and the Other Shares will be exempt from the registration provisions of the Act and will not violate the registration provisions of Section 5 of the Securities Act; and, upon payment of the purchase price therefor, to the knowledge of counsel, the Shares and Other Shares will be owned by Purchaser free and clear of all liens, encumbrances or restrictions of any kind whatsoever, except with regard to restrictions upon transfer as imposed under the Securities Act. (d) The Shareholders' Agreement, substantially in the form annexed hereto as Exhibit 1C, shall be subject executed and delivered by Purchaser and Sellers, simultaneously with the closing of this Agreement and the purchase of the several Other Shares by Purchaser. (e) The purchase of the several Other Shares by Purchaser, shall take place simultaneously with the closing of this Agreement. (f) In the case of Purchaser, Sellers shall have performed in all material respects all of their obligations hereunder required to be performed by them at or prior to the continuing accuracy of Closing Date, the representations and warranties of the Company Sellers contained in this Agreement and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company in any certificate or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on other writing delivered by Sellers pursuant hereto shall be true in all material respects at and as of the Closing Date as if made at and as of the statements of the officers of the Company made pursuant such time and Purchaser shall have received a certificate signed by Sellers to the provisions hereof; foregoing effect. (g) In the case of Sellers, Purchase shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing Date, the representations and the performance warranties of Purchaser contained in this Agreement and in any certificate or other writing delivered by the Company and the Investor on Purchaser pursuant hereto shall be true in all material respects at and as of the Closing Date of its covenants as if made at and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form such time and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Sellers shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive received a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, Purchaser to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctforegoing effect. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, and except as otherwise disclosed in that certain Investment Agreement by and between the Company and Dutchess Private Equities Fund, L.P., (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor May ▇▇▇▇▇ or its counsel. The obligations of the Placement Agent May ▇▇▇▇▇ hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon At the effectiveness of a registration statement covering the Standby Equity Distribution AgreementClosing, the Investor and the Placement Agent May ▇▇▇▇▇ shall receive the opinion of Counsel to the Company▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., dated as of the date thereofof the Closing, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agentfor May ▇▇▇▇▇. B. At or prior to the Closing, the Investor and the Placement Agent counsel for May ▇▇▇▇▇ shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent May ▇▇▇▇▇ in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent At Closing, May ▇▇▇▇▇ shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. (a) Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. (b) At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (c) At and prior to the Closing, : (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and (d) At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Cc) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at This subscription is subject to acceptance by the offices Corporation (as described below) and the receipt of the Investor or its counselconsents from certain prior investors. The Offering is conditional upon, among other things, the Corporation obtaining TSX approval and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Placement Agent Corporation hereunder shall be subject to are conditional on the continuing accuracy of the representations and warranties of the Company and the Investor herein Subscriber contained in this subscription agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis subscription agreement, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company Time as if made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time, and the fulfillment of its covenants the following additional conditions as soon as possible and obligations hereunder and in any event not later than the Closing Time unless other arrangements acceptable to the following further conditionsCorporation have been made: A. Upon (a) the effectiveness of a registration statement covering Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as approval of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require TSX) required for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any completion of the representations, warranties or conditions herein contained.transaction contemplated by this subscription agreement; C. At and prior to the Closing, (ib) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth Corporation contained herein are being true and correct.correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; E. The Placement Agent shall (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have no obligation been complied with, this completed subscription agreement has been delivered to insure that (x) any checkthe Corporation and accepted by the Corporation and, noteunless other arrangements acceptable to the Corporation have been made, draft or other means the aggregate subscription proceeds representing the principal amount of payment Debentures subscribed for the Common Stock will be honored, hereunder have been paid or enforceable against the Investor in accordance with its termsSection 7 hereof, or (y) subject unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing Debentures subscribed for hereunder will be available for delivery to the performance Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the Placement Agent's obligations and the accuracy closing of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorits Offering.

Conditions of Closing. The Closing shall be held at the offices Each of the Investor or its counsel. The Subscriber and the Company acknowledge and agree that their respective obligations of hereunder are conditional on the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein other party contained in this Subscription Agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis Subscription Agreement, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company Time as if made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time, and the fulfillment of its covenants and obligations hereunder and to the following further conditionsadditional conditions as soon as possible and in any event not later than the Closing Time: A. Upon (a) payment by the effectiveness Subscriber of a registration statement covering the Standby Equity Distribution AgreementSubscription Amount by certified cheque, the Investor and the Placement Agent shall receive the opinion of Counsel bank draft or wire transfer in Canadian dollars payable to the Company; (b) the Subscriber having properly completed, dated as signed and delivered this Subscription Agreement and Schedule “A” hereto; (c) execution and delivery of the date thereof, which opinion shall be Registration Rights Agreement by the parties; (d) the approval for listing of the Unit Shares and the Warrant Shares on the NYSEA and the conditional approval for listing of the Unit Shares and the Warrant Shares on the Toronto Stock Exchange; (e) execution and delivery by the Company of a Letter Agreement Regarding Board of Directors Representation in a form and substance reasonably satisfactory to the InvestorSubscriber, their acting reasonably; (f) the Subscriber shall have received a title opinion respecting the Company’s San ▇▇▇▇▇▇ concessions and Temoris concessions in Mexico from the Company’s Mexican counsel and the Placement Agent. B. At or prior in a form satisfactory to the ClosingSubscriber, acting reasonably; (g) the Investor and the Placement Agent Subscriber shall have been furnished such documentsreceived legal opinions from Canadian and U.S. counsel to the Company in a form satisfactory to the Subscriber, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of acting reasonably; (h) the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties covenants of the Company set forth herein are in Article 5 shall be true and correct. E. The Placement Agent correct at the Closing Time with the same force and effect as if made at and as of such time and the Company shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject deliver to the performance Subscriber a certificate to that effect at the Closing Time; (i) the representations, warranties, covenants and acknowledgments of the Placement Agent's obligations Subscriber set forth in Article 6 shall be true and correct at the Closing Time with the same force and effect as if made at and as of such time and the accuracy of Subscriber shall deliver to the Placement Agent's representations and warranties hereunder, Company a certificate to that effect at the Closing Time; and (1j) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorClosing Date shall be no later than March 31, 2009.

Conditions of Closing. (a) The Purchaser’s obligation to purchase the Purchaser’s Shares at the Closing Time shall be held conditional upon the fulfillment at or before the offices Closing Time of the Investor or its counsel. The obligations following conditions: (i) the Purchaser shall have received evidence that the conditional approval of the Placement Agent hereunder shall be Stock Exchange (subject to the continuing accuracy fulfillment of customary post-closing conditions) have been obtained by the Corporation in order to complete the Offering and the issuance of the Preferred Shares; (ii) the Corporation shall have received disinterested approval of its Board of Directors; (iii) this Subscription Agreement and the certificates representing the Preferred Shares shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Purchaser, acting reasonably; (iv) the Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Secretary of the Corporation, or such other officer of the Corporation as the Purchaser may agree, certifying for and on behalf of the Corporation, to the best of the knowledge, information and belief of the person so signing (without personal liability), that: (1) the representations and warranties of the Company Corporation contained herein are true and correct as at the Investor herein as of Closing Time, with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as at the Closing Time after giving effect to the transactions contemplated hereby; (2) the Board of Directors has authorized the designation of the Preferred Shares and approved the transaction contemplated herein and such resolutions are in full force and effect as at the Closing Date; and (3) the accuracy on and as holders of 66% of the Closing Date Class 3 Preference Shares have approved the designation and issuance of the statements Preferred Shares; (v) the Purchaser shall have received a customary opinion of counsel for the Corporation in a form mutually agreeable to the parties; and (vi) the Corporation shall have waived all applicable anti-takeover measures under the Corporation’s charter documents and applicable law. (b) The Corporation’s obligation to issue the Purchaser’s Shares at the Closing Time shall be conditional upon the fulfillment at or before the Closing Time of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor (i) this Subscription Agreement and the Placement Agent certificates representing the Preferred Shares shall receive have been executed and delivered by the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be parties thereto in form and substance reasonably satisfactory to the InvestorCorporation, their counsel and acting reasonably; (ii) the Placement Agent. B. At or prior Corporation shall have obtained conditional approval of the Stock Exchange (subject to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose fulfillment of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or customary post-closing conditions) in order to evidence complete the accuracy, completeness or satisfaction of any Offering and the issuance of the representations, warranties or conditions herein contained.Preferred Shares; and C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent Corporation shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth Purchase Price in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctimmediately available funds. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The purchase of, and payment for, the Units on a Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Date shall be subject to the continuing accuracy of the representations and warranties of the Company Partnership and the Investor herein you as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company Partnership and the Investor on and as you of the Closing Date of its covenants and their respective obligations hereunder hereunder; and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At (a) On or prior to the ClosingClosing Date, the Investor your counsel and the Placement Agent our counsel shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior (b) Prior to the ClosingClosing Date: (1) there shall have been no materially adverse change in the condition of the Partnership or its business activities from that as of the latest date as of which such conditions are described in the Prospectus, (i2) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, transactions not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement business, entered into by the Company on Partnership from the latest date hereof as of which has not been disclosed its financial conditions are described in the Offering Materials Prospectus, other than transactions referred to or contemplated therein or to which you have given your written consent, (3) the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company Partnership shall not be in default under any provision provisions of any instrument instruments relating to any material outstanding indebtedness for which a waiver or extension has not been otherwise received; indebtedness, (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v4) no material amount of the assets of the Company Partnership shall have been be at the Closing Date pledged or mortgaged, except as indicated set forth in the Offering Materials; Prospectus, and (v5) no action, suit or proceeding, at law or in equity, shall have been pending or to their knowledge threatened against the Company Partnership or affecting any of its properties or businesses shall be pending or threatened business before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, agency wherein an unfavorable decision, ruling or finding could materially would adversely affect the businessesoffering of the Units, business, operations, prospects or financial condition or income of the CompanyPartnership, except as set forth in the Offering MaterialsProspectus. D. If requested at (c) No order suspending the sale of the Units prior to the Closing Date in any jurisdiction designated by you shall have been issued on such Closing Date, and no proceedings for that purpose either shall have been instituted, or, to your knowledge or to the Investor and knowledge of the Placement Agent Partnership, shall receive be contemplated. (d) At the Closing Date, you shall, upon request, be delivered a certificate of the Company signed by an executive officer and chief financial officerPartnership or the General Partners as the case may be, dated as of the applicable Closingsuch Closing Date, to the effect that the conditions set forth in subparagraph (C) Subsections a and b above have been satisfied and thatsatisfied, and, as to the accuracy, as of the applicable closingClosing Date, the of its representations and warranties set forth in Section 2 hereof. (e) At the Closing Date, the Partnership and the General Partners shall have received your certificate, dated as of such Closing Date, as to your compliance with your covenants and agreements set forth in Sections 3 and 7 hereof. If any condition to your obligations hereunder to be fulfilled prior to or at the Closing Date is not so fulfilled, you may terminate this Agreement or, if you so elect, waive any such conditions which have been unfulfilled or extend the time for their fulfillment. The Partnership shall be under no liability to make any payment to you except out of funds received by the Partnership as hereinbefore provided, and the Partnership shall not be under any liability for or in respect of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft value or other means validity of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsUnits, or (y) subject to the performance by anyone of any agreement on its part, or for or in respect of any matter connected with this Agreement, except for lack of good faith and for obligations expressly assumed by the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorPartnership in this Agreement.

Conditions of Closing. The Closing shall be held at This subscription is subject to acceptance by the offices of the Investor or its counselCorporation (as described below). The Offering is conditional upon, among other things, the Corporation obtaining TSX approval for the offering and the Underlying Securities not being subject to a hold period of more than four months and one day from the Closing Date and the Common Shares being freely tradable on the TSX following the expiration of such hold period. The Subscriber acknowledges and agrees that the obligations of the Placement Agent Corporation hereunder shall be subject to are conditional on the continuing accuracy of the representations and warranties of the Company and the Investor herein Subscriber contained in this subscription agreement as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investorthis subscription agreement, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company Time as if made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time, and the fulfillment of its covenants the following additional conditions as soon as possible and obligations hereunder and in any event not later than the Closing Time unless other arrangements acceptable to the following further conditionsCorporation have been made: A. Upon (a) the effectiveness of a registration statement covering Corporation shall have received all necessary approvals and consents, including all necessary regulatory approvals and consents (including the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as approval of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require TSX) required for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any completion of the representations, warranties or conditions herein contained.transaction contemplated by this subscription agreement; C. At and prior to the Closing, (ib) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth Corporation contained herein are being true and correct.correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby; E. The Placement Agent shall (c) the Corporation having complied with all covenants, and satisfied all terms and conditions contained herein to be complied with and satisfied by the Corporation at or prior to the Closing; and (d) the Subscriber having completed this subscription agreement in full and having paid the principal amount of the Debentures subscribed for hereunder to the Corporation in the manner contemplated in this subscription agreement. If, at the Closing Time, the terms and conditions contained herein have no obligation been complied with, this completed subscription agreement has been delivered to insure that (x) any checkthe Corporation and accepted by the Corporation and, noteunless other arrangements acceptable to the Corporation have been made, draft or other means the aggregate subscription proceeds representing the principal amount of payment Debentures subscribed for the Common Stock will be honored, hereunder have been paid or enforceable against the Investor in accordance with its termsSection 7 hereof, or (y) subject unless other arrangements have been made with the Corporation, Debenture Certificates endorsed by the Corporation representing the Debentures subscribed for hereunder will be available for delivery to the performance Subscriber in Toronto, Ontario at the Closing Time. The Corporation will deliver such Debenture Certificates to the address set out for delivery on page 2 of this subscription agreement promptly after the Placement Agent's obligations and the accuracy closing of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorits Offering.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. : Upon the effectiveness of a registration statement covering in accordance with the Standby Equity Distribution Investment Agreement, the Investor and the Placement Agent shall receive the opinion opinions of Counsel to the CompanyCompany and of the Investor, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, the Company, their counsel and the Placement Agent. B. . At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. . At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Investment Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and . At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at In addition to the offices other terms and provisions of this Agreement which give Buyer the Investor or its counsel. The obligations of right to terminate this Agreement and the Placement Agent hereunder Escrow created hereto, Buyer’s obligation to purchase the Property from Seller shall be subject to the continuing accuracy occurrence and/or satisfaction of the following conditions (or Buyer’s written waiver thereof, it being agreed that Buyer may waive any or all of such conditions): (a) Completion of the Asset; (b) Buyer has received from FedEx an Estoppel Certificate, dated after “Substantial Completion” and the “Commencement Date” (as such terms are defined in the Lease) addressed to Buyer in the form and substance required under the Lease (the “FedEx Estoppel”), which FedEx Estoppel shall evidence that FedEx has accepted the Property and begun paying rent thereunder and does not disclose any new material adverse facts about the Lease or FedEx’s rights thereunder that were not previously disclosed to Buyer prior to Completion of the Asset ; (c) Reciept by Buyer of final, unconditional lien waivers from all contractors and subcontractors for the Improvements evidencing full and complete payment for all work in connection with the Improvements; (d) Receipt by Buyer of an updated Survey pursuant to Section 13(o) below; (e) Receipt of any and all third-party consents needed to allow Seller to assign the contracts set forth in the Assignment of Contracts; (f) The Title Company is unconditionally prepared and committed to issue the Title Policy insuring title to the Property vested in Buyer or its nominee in the amount of the Purchase Price, subject only to the approved Condition of Title; (g) As of the Close of Escrow, Seller shall have performed all of the obligations required to be performed by Seller under this Agreement; and (h) All representations and warranties of the Company made by Seller to Buyer in this Agreement shall be true and the Investor herein correct in all material respects as of the date hereof and as Close of Escrow. If any of the Date of Closing (foregoing are not satisfied or waived by Buyer, Buyer shall have the "Closing Date") with respect to the Company or the Investorright, as the case may beits sole and exclusive remedy (other than due to a default by Seller), as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in terminate this Agreement and the Offering MaterialsEscrow created pursuant hereto, or in order which event the Deposit and the Additional Deposit together with all interest accrued thereon, shall immediately be refunded to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At Buyer and prior to the Closing, (i) there thereafter neither party shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or further obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgagedhereunder, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsotherwise herein provided. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 8.1 All obligations of the Placement Agent hereunder shall be Horizon under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendor and the Investor herein Boomchat contained in this Agreement or in any Schedule hereto or certificate or other document delivered to Horizon pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and Horizon shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for Horizon and signed under seal by the accuracy Vendor and by two senior officers of Boomchat to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of Horizon; (b) Boomchat shall have caused to be delivered Horizon either a certificate of an officer of Boomchat or, at Horizon's election, an opinion of legal counsel acceptable to Horizon's legal counsel, in either case, in form and substance satisfactory to Horizon, dated as of the Closing Date, to the effect that: (i) Boomchat owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the Boomchat Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) Boomchat has been duly incorporated, organized and is validly existing under the laws of Nevada, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of Boomchat is as set out in this Agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit Boomchat Shares to be duly and validly transferred to and registered in the name of Horizon; and (v) the consummation of the purchase and sale contemplated by this Agreement, including, but not limited to, the transfer of Boomchat Shares to the Horizon, will not be in breach of any laws of Nevada , and, in particular but without limiting the generality of the foregoing , the execution and delivery of this Agreement by the Vendor and Boomchat has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of Nevada or of any other country or state in which the Vendor is resident or Boomchat carries on business; and, without limiting the generality of the foregoing, that all corporate proceedings of Boomchat, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for Horizon, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favourable to the completion of such transaction. (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the Boomchat or the Business (financial or otherwise) from that shown on or reflected in the Boomchat Financial Statements. (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. (e) Boomchat shall have delivered to Horizon those financial statements of Boomchat specified in paragraph 5.1 hereof. 8.2 In the event any of the foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the reasonable satisfaction of the Horizon, Horizon may terminate this Agreement by written notice to the Vendor and in such event Horizon shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by Horizon without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 8.3 All obligations of the Vendor under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of Horizon contained in this Agreement or in any Schedule hereto or certificate or other document delivered to Boomchat and the Vendor pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to the Vendor and signed under seal by two senior officers of the Company made pursuant Horizon, to the provisions hereof; effect that such representations and the performance by the Company warranties referred to above are true and the Investor correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendor. (b) Horizon shall has caused to be delivered to the following further conditions: A. Upon Vendor either a certificate of an officer of the effectiveness of a registration statement covering Horizon or, at the Standby Equity Distribution AgreementVendor's election, the Investor and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendor, in either case, in form and substance satisfactory to the Vendor, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investoreffect that: (i) Horizon has been duly incorporated and organized and are validly subsisting under the laws of the State of Delaware, their counsel Horizon has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the Placement Agent.appropriate corporate authorities in Delaware and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; B. At or prior to (ii) the Closing, the Investor issued and the Placement Agent shall have been furnished such documents, certificates and opinions authorized capital of Horizon are as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to set out in this Agreement and all issued shares have been validly issued as fully paid and non-assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Offering MaterialsHorizon Shares to be duly and validly allotted and issued to and registered in the name of the Vendor; (iv) the consummation of the purchase and sale contemplated by this Agreement, or including, but not limited to, the issuance and delivery of the Horizon Shares to the Vendor, in order to evidence consideration of the accuracypurchase of the Boomchat Shares from the Vendor, completeness or satisfaction will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the representationsforegoing, warranties the execution and delivery of this Agreement by Horizon has not breached, and the consummation of the purchase and sale contemplated hereby will not be in breach of, any securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of Horizon, their shareholders and directors and all other matters which, in the reasonable opinion of counsel for Boomchat, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or conditions herein containedare otherwise favourable to the completion of such transaction. C. (c) At and prior to the Closing, (i) Closing Date there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise, ) of the Company Horizon from the latest dates as of which such condition is set forth that shown on or reflected in the Offering Materials; (ii) there shall have been no transaction, not Horizon Audited Financial Statements. 8.4 In the event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 6.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating fulfilled or performed by Horizon at or before the Closing Date to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendor then the assets of the Company Vendor shall have been pledged or mortgagedall the rights and privileges granted to Horizon under paragraph 6.2, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsmutatis mutandis. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The 6.1 All obligations of the Placement Agent hereunder shall be Purchaser under this Agreement are subject to the continuing accuracy fulfilment, at or prior to the Closing Date, of the following conditions: (a) The respective representations and warranties of the Company Vendor and the Investor herein Company contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Purchaser pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date of Closing (with the "Closing Date") with respect to the Company or the Investor, same force and effect as the case may be, as if it though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Purchaser shall have received on the Closing Date certificates dated as of the Closing Date; , in forms satisfactory to counsel for the accuracy Purchaser and signed under seal by the Vendor and by two senior officers of the Company to the effect that their respective representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of such date, provided that the acceptance of such certificates and the closing of the transactions herein provided for shall not be a waiver of the respective representations and warranties contained in Articles 3 and 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Purchaser; (b) the Company shall have caused to be delivered to the Purchaser either a certificate of an officer of the Company or, at the Purchaser's election, an opinion of legal counsel acceptable to the Purchaser's legal counsel, in either case, in form and substance satisfactory to the Purchaser, dated as of the Closing Date, to the effect that: (i) the Company owns, possesses and has good and marketable title to its undertaking, property and assets, and without restricting the generality of the foregoing, those assets described in the balance sheet included in the Company Financial Statements, free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever and howsoever arising; (ii) the Company has been duly incorporated, organized and is validly existing under the laws of Germany, it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to filings with the appropriate governmental authorities; (iii) the issued and authorized capital of the Company is as set out in this Agreement and all of the issued and outstanding shares have been validly issued as fully paid and non-assessable; (iv) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Company Shares to be duly and validly transferred to and registered in the name of the Purchaser; and (v) the consummation of the purchase and sale contemplated by this Agreement, including, but not limited to, the transfer of the Company Shares to the Purchaser, will not be in breach of any laws of Germany , and, in particular but without limiting the generality of the foregoing, the execution and delivery of this Agreement by the Vendor and the Company has not breached and the consummation of the purchase and sale contemplated hereby will not be in breach of any laws of Germany or of any other country or state in which a Vendor is resident or the Company carries on business; and, without limiting the generality of the foregoing, that all corporate proceedings of the Company, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Purchaser, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or are otherwise favourable to the completion of such transaction. (c) At the Closing Date there shall have been no materially adverse change in the affairs, assets, liabilities, or financial condition of the Company or the Business (financial or otherwise) from that shown on or reflected in the Company Financial Statements. (d) No substantial damage by fire or other hazard to the Business shall have occurred prior to the Closing Date. (e) The Company shall have delivered to the Purchaser those financial statements of the officers Company specified in paragraph 5.1 hereof. 6.2 In the event any of the Company made pursuant foregoing conditions contained in paragraph 6.1 hereof are not fulfilled or performed at or before the Closing Date to the provisions hereof; reasonable satisfaction of the Purchaser, the Purchaser may terminate this Agreement by written notice to the Vendor and in such event the performance Purchaser shall be released from all further obligations hereunder but any of such conditions may be waived in writing in whole or in part by the Purchaser without prejudice to its rights of termination in the event of the non-fulfilment of any other conditions. 6.3 All obligations of the Vendor under this Agreement are subject to the fulfilment, at or prior to the Closing Date, of the following conditions: (a) The representations and warranties of the Purchaser contained in this Agreement or in any Schedule hereto or certificate or other document delivered to the Company and the Investor Vendor pursuant hereto shall be substantially true and correct as of the date hereof and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of such date, regardless of the date as of which the information in this Agreement or any such Schedule or certificate is given, and the Vendor shall have received on the Closing Date a certificate dated as of the Closing Date, in a form satisfactory to the Vendor and signed under seal by two senior officers of the Purchaser, to the effect that such representations and warranties referred to above are true and correct on and as of the Closing Date with the same force and effect as though made on and as of its covenants such date, provided that the acceptance of such certificate and obligations hereunder the closing of the transaction herein provided for shall not be a waiver of the representations and warranties contained in Article 4 or in any Schedule hereto or in any certificate or document given pursuant to this Agreement which covenants, representations and warranties shall continue in full force and effect for the benefit of the Vendor. (b) The Purchaser shall have caused to be delivered to the following further conditions: A. Upon Vendor either a certificate of an officer of the effectiveness of a registration statement covering Purchaser or, at the Standby Equity Distribution AgreementVendor's election, the Investor and the Placement Agent shall receive the an opinion of Counsel legal counsel acceptable to counsel to the CompanyVendor, in either case, in form and substance satisfactory to the Vendor, dated as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investoreffect that: (i) the Purchaser has been duly incorporated and organized and is validly subsisting under the laws of the State of Nevada, their counsel it has the corporate power to own or lease its properties and to carry on its business that is now being conducted by it and is in good standing with respect to all filings with the Placement Agent.appropriate corporate authorities in Nevada and with respect to all annual and quarterly filings with the United States Securities and Exchange Commission; B. At or prior to (ii) the Closing, issued and authorized capital of the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions Purchaser is as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to set out in this Agreement and all issued shares have been validly issued as fully paid and non-assessable; (iii) all necessary approvals and all necessary steps and corporate proceedings have been obtained or taken to permit the Offering MaterialsPurchaser Warrants to be duly and validly issued to the Vendor and the Purchaser Shares to be duly and validly allotted and issued to and registered in the name of the Vendor; (iv) the consummation of the purchase and sale contemplated by this Agreement, or including, but not limited to, the issuance and delivery of the Purchaser Shares to the Vendor, in order to evidence consideration of the accuracypurchase of the Company Shares from the Vendor, completeness or satisfaction will not be in breach of any laws of Nevada and, in particular, but without limiting the generality of the representationsforegoing, warranties the execution and delivery of this Agreement by the Purchaser has not breached, and the consummation of the purchase and sale contemplated hereby will not be in breach of, any securities laws of the United States of America; and, without limiting the generality of the foregoing, that all corporate proceedings of the Purchaser, its shareholders and directors and all other matters which, in the reasonable opinion of counsel for the Company, are material in connection with the transaction of purchase and sale contemplated by this Agreement, have been taken or conditions herein containedare otherwise favourable to the completion of such transaction. C. (c) At and prior to the Closing, (i) Closing Date there shall have been no material materially adverse change nor development involving a prospective change in the affairs, assets, liabilities, financial condition or prospects or the business activities, (financial or otherwise, ) of the Company Purchaser from the latest dates as of which such condition is set forth that shown on or reflected in the Offering Materials; (ii) there shall have been no transaction, not Purchaser Audited Financial Statements. 6.4 In the event that any of the conditions contained in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date paragraph 6.3 hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating fulfilled or performed by the Purchaser at or before the Closing Date to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations reasonable satisfaction of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Vendor then the assets of the Company Vendor shall have been pledged or mortgaged, except as indicated in all the Offering Materials; rights and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, privileges granted to the effect that the conditions set forth in subparagraph (C) above have been satisfied and thatPurchaser under paragraph 6.2, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correctmutatis mutandis. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.chief

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) If requested by the effectiveness of Selling Agent, MLAI shall deliver a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel certificate to the Company, dated effect that: (i) the representations and warranties of MLAI contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has performed all covenants and agreements herein contained to be performed on its part as of or prior to the date thereofInitial Closing Time. (b) As of the Initial Closing Time, which opinion Sidley Austin Brown & Wood LLP, counsel to the Manager, shall be de▇▇▇▇▇ ▇▇ ▇▇▇ the parties hereto its opinion, in form and substance reasonably satisfactory to each of the Investor, their counsel and the Placement Agentparties hereto. B. At or prior to the Closing, the Investor and the Placement Agent (c) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and letters of representation signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to Sidley Austin Brown & Wood LLP. C. At and prior to (d) As of each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Manager and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be canceled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers representations and warranties of the Company made pursuant contained herein, to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder hereunder, and to the following further additional conditions, and the Company shall not issue or sell the Shares or the Investor Warrants unless and until all of the conditions of this Section 5 shall have been satisfied or waived by the Placement Agents: A. Upon (a) The Registration Statement and all post-effective amendments thereto shall have become effective not later than 1:00 p.m., New York time, on the date hereof, or, with your consent, at a later date and time, not later than 1:00 p.m., New York time, on the first business day following the date hereof, or at such later date and time as may be approved by the Placement Agents; if the Company has elected to rely on Rule 462(b) under the 1933 Act, the Abbreviated Registration Statement shall have become effective not later than the earlier of (x) 10:00 p.m. New York time, on the date hereof, or (y) at such later date and time as may be approved by the Placement Agents. All filings required by Rule 424, Rule 430A, Rule 430B and Rule 433(d) of the 1933 Act Rules and Regulations shall have been made. No stop order suspending the effectiveness of a registration statement covering the Standby Equity Distribution AgreementRegistration Statement, as amended from time to time, shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company or the Placement Agents, threatened or contemplated by the SEC, and any request of the SEC for additional information (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agents. (b) The Placement Agents shall not have advised the Company on or prior to the Closing Date that the Registration Statement, the Investor and the Placement Agent shall receive Disclosure Package or Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of Counsel counsel to the Placement Agents, is material, or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date, you shall have received the opinion of DLA ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ US LLP, counsel for the Company, addressed to you and dated the Closing Date, to the effect that, subject to the qualifications and limitations set forth in such opinion: (i) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under, or as contemplated under, this Agreement. (ii) The Company has an authorized capitalization as set forth in the Prospectus under the caption "Description of Capital Stock." (iii) Each of the subsidiaries of the Company is a validly existing as a corporation in good standing under the laws of the jurisdiction of its formation, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus. All of the issued and outstanding capital stock of each such subsidiary has been duly authorized and is validly issued, fully paid and non-assessable and, to our knowledge, is owned by the Company free and clear of any adverse claim. (iv) The Securities have been duly authorized by valid corporate action and are free from preemptive rights under the Company's charter or bylaws, the federal laws of the United States of America and the Delaware General Corporation Law. When so issued and delivered in accordance with the terms of this Agreement, such shares will be validly issued, fully paid and nonassessable and conform in all material respects to the description thereof contained in the Prospectus under the caption "Description of Capital Stock." (v) To such counsel's knowledge and other than as set forth in the Prospectus, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject, before or brought by any court or governmental agency or body, which such counsel believes would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the Company's ability to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement. (vi) This Agreement has been duly authorized, executed and delivered by the Company. (vii) To such counsel's knowledge and except as described in the Prospectus, the issuance and sale of the Securities, the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions therein contemplated, do not conflict with, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of its subsidiaries under, or constitute a breach of or default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument filed as an exhibit to the Registration Statement or to any document incorporated by reference therein, except to such extent as, individually or in the aggregate, would not have a Material Adverse Effect, nor will such action result in any violation of the provisions of the certificate of incorporation or bylaws of the Company, or of any applicable United States Federal or California law, statute, rule, regulation, judgment, order, writ or decree, known to such counsel to be generally applicable to the Company in such transactions, of any United States Federal or California government, government instrumentality or court having jurisdiction over the Company or any of its properties, assets or operations. (viii) To such counsel's knowledge, except as described in the Prospectus, there are no outstanding subscriptions, rights, warrants, options, calls, convertible securities, commitments of sale or rights related to or entitling any person to purchase or otherwise acquire any shares of, or any security convertible into or exercisable or exchangeable for, the capital stock of, or other ownership interest in, the Company. (ix) No filing with, or authentication, approval, consent, license, order, registration, qualification, or decree of, any United States Federal, California or, under the General Corporation Law of Delaware, Delaware Court or governmental authority or agency, is required by the Company for the performance by the Company of the transactions contemplated by this Agreement. All such consents, approvals, authorizations, registrations, qualifications, filings, authentications, licenses, orders or decrees as may be required under applicable state securities laws in connection with the purchase and distribution of the Securities have been made or obtained. (x) The statements set forth in the Prospectus under the captions "Description of Capital Stock" and "Description of Warrant," to the extent that they constitute summaries of documents referred to therein or matters of law or legal conclusions, have been reviewed by such counsel and are, in all material respects, accurate summaries and fairly present, in all material respects, the information disclosed therein. (xi) The Company is not required to register as an "investment company," as such term is defined in the Investment Company Act of 1940, as amended. (xii) The Registration Statement has become effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order proceedings with respect thereto are pending or threatened under the 1933 Act and any required filing of the Prospectus and any supplement thereto pursuant to Rule 424 under the 1933 Act has been made in the manner and within the time period required by such Rule 424; (xiii) The documents incorporated by reference in the Prospectus, which documents were filed by the Company with the SEC prior to the date hereof (other than the financial statements, related schedules and other financial information derived from accounting records, either included therein or omitted therefrom, as to which such counsel expresses no opinion), complied, when they were filed with the SEC, as to form in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC thereunder. (xiv) The Registration Statement on the date it became effective, and the Prospectus on its date and on the date hereof (excluding, in both the case of the Registration Statement and the Prospectus, the documents incorporated by reference therein and the financial statements and related notes, related schedules and other financial information derived from accounting records, either included therein or omitted therefrom, as to which such counsel expresses no opinion), complied as to form in all material respects with the requirements of the 1933 Act and the rules and regulations thereunder. Such counsel shall confirm that during the preparation of the Registration Statement, the Disclosure Package and Prospectus, such counsel participated in conferences with officers and representatives of the Company and its independent accountant, at which the Registration Statement, the Disclosure Package, the Prospectus and related matters were discussed and, although such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of the Disclosure Package, the Prospectus or the Registration Statement or the statements contained therein, and has made no independent check or verification thereof, on the basis of the foregoing, no facts have come to such counsel's attention that have caused such counsel to believe that (i) as of its effective date and as of the date thereofhereof, the Registration Statement or any amendment thereto (other than the financial statements and related schedules and the financial and statistical data derived from such financial statements or schedules, as to which opinion such counsel expresses no belief), contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) as of its issue date or as of the date hereof, the Disclosure Package, the Prospectus or any amendment or supplement thereto (other than the financial statements and related schedules and the financial and statistical data derived from such financial statements or schedules, as to which such counsel expresses no belief), contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) You shall be in form and substance reasonably satisfactory have received on the Closing Date, from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the InvestorPlacement Agents, their counsel such opinion or opinions, dated the Closing Date, with respect to such matters as you may reasonably require; and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent Company shall have been furnished to such documents, certificates and opinions counsel such documents as it may they reasonably require request for the purpose purposes of enabling them to review or pass upon on the matters referred to in this Agreement Section 5 and the Offering Materials, or in order to evidence the accuracy, completeness or and satisfaction of any of the representations, warranties or and conditions herein contained. C. At (e) PricewaterhouseCoopers LLP shall have furnished to you a letter, dated the date of delivery thereof, in form and prior substance satisfactory to you and PricewaterhouseCoopers LLP, to the Closing, effect that: (i) there shall have been no material adverse change nor development involving a prospective change in They are an independent registered public accounting firm with respect to the condition or prospects or Company within the business activitiesmeaning of the 1933 Act and the applicable rules and regulations thereunder adopted by the SEC; (ii) In their opinion, the consolidated financial or otherwise, statements of the Company from the latest dates as of which such condition is set forth and its subsidiaries audited by them and included in the Offering Materials; (ii) there shall have been no transaction, not Registration Statement comply as to form in all material respects with the ordinary course applicable accounting requirements of business except the transactions pursuant to 1933 Act and the Securities Purchase Agreement entered into related rules and regulations adopted by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; SEC; (iii) except On the basis of procedures (but not an audit in accordance with generally accepted auditing standards) consisting of: a) Reading the minutes of meetings of the stockholders and the Board of Directors of the Company and its consolidated subsidiaries since March 31, 2005 as set forth in the Offering Materialsminute books through a specified date not more than five business days prior to the date of delivery of such letter; b) Making inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below; nothing has come to their attention as a result of the foregoing procedures that caused them to believe that: (1) the unaudited condensed interim financial statements, included in the Registration Statement, do not comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the related rules and regulations adopted by the SEC; (2) any material modifications should be made to the unaudited condensed interim financial statements, included in the Registration Statement, for them to be in conformity with generally accepted accounting principles. (f) Except as contemplated in each of the Disclosure Package and the Prospectus, (i) neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in each of the Disclosure Package and the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (ii) subsequent to the respective dates as of which information is given in the Registration Statement, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in Disclosure Package and the Offering MaterialsProspectus, neither the Company shall not have issued nor any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of subsidiaries shall have incurred any class liability or obligation, direct or contingent, or entered into any transactions, and there shall not have been any change in the indebtedness capital stock (long or short termother than due to employee stock incentive plans) or liabilities short-term or obligations long-term debt of the Company and its subsidiaries or any change, or any development involving or which might reasonably be expected to involve a prospective change in the condition (contingent financial or otherwiseother), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company or its subsidiaries, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares and trade payable debtthe Investor Warrants being delivered on such Closing Date on the terms and in the manner contemplated in each of the Disclosure Package and the Prospectus. (g) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or The Nasdaq National Market or the establishing on such exchanges or market by the SEC or by such exchanges or markets of minimum or maximum prices which are not in force and effect on the date hereof; (ii) a suspension or material limitation in trading in the Company's securities on The Nasdaq Capital Market or the establishing on such market by the SEC or by such market of minimum or maximum prices which are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, which in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities in the manner contemplated in each of the Disclosure Package and the Prospectus; or (v) no material amount of the assets of the Company shall have been pledged any calamity or mortgagedcrisis, except as indicated change in the Offering Materials; and (v) no actionnational, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.i

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. 8.1 The obligations of the Placement Agent hereunder shall be subject to conditional upon the continuing accuracy of the representations and warranties of the Company Agent receiving, and the Investor herein as of Agent shall have the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made right on and as of such Closing Date; the accuracy on and as of the Closing Date on behalf of Subscribers for Units to withdraw all subscriptions delivered and not previously withdrawn by Subscribers unless the Agent receives, on the Closing Date: (a) a legal opinion of the statements of the officers of the Company made pursuant Corporation’s Counsel addressed to the provisions hereof; Agent, the Agent’s Counsel and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementSubscribers, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the InvestorAgent, their counsel with respect to such matters as the Agent may reasonably request relating to the Offering, the issuance and sale of the Units subscribed for on the applicable Closing Date, including, without limitation: (i) the due incorporation, continuation or amalgamation, as the case may be, and valid existence of the Corporation, (ii) the due registration or qualification of the Corporation to carry on business under the laws of each jurisdiction in which the Corporation carries on a material portion of its business as now conducted by it, (iii) the corporate power and capacity of the Corporation, (iv) the authorized capital of the Corporation, (v) the Common Shares included in the Units (and the Placement Common Shares issuable upon exercise of the Warrants and the Agent.’s Warrants) to be issued have been duly authorized, allotted and reserved for issuance and will, when issued, be issued as fully paid and non-assessable, B. At (vi) the due creation and issuance of the Warrants and the Agent’s Warrants, (vii) the due authorization, execution, delivery and enforceability of this agreement, and the Subscription Agreements, the Warrants and the Agent’s Warrants, by the Corporation and the fulfillment of the terms hereof and thereof, (viii) that the execution and delivery of this agreement and the Subscription Agreements, and the sale, delivery and the distribution of the Units, do not and will not result in a breach of, and do not and will not create a set of facts which, after notice or lapse of time or both, conflict with any terms, conditions or provisions of the articles of the Corporation, the by-laws or any resolutions of the directors or shareholders of the Corporation, or, so far as the Corporation’s Counsel is aware, any indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, (ix) compliance with all Applicable Securities Laws including, without limitation, the receipt of all necessary regulatory approvals (including, without limitation, the conditional approval of the Exchange) relating to the distribution of the Units and the Agent’s Warrants, (x) the distribution of the Units in the Selling Jurisdictions, (xi) the first trade in Common Shares and the Warrants comprising the Units and the Common Shares issuable upon exercise of the Warrants and the Agent’s Warrants, (xii) the Common Shares comprising the Units and the Common Shares issuable upon exercise of the Warrants and the Agent’s Warrants, having been conditionally approved for listing on the Exchange, and (xiii) all such other matters as the Agent and Agent’s Counsel may reasonably request. It is understood that the Corporation’s Counsel may rely on certificates of officers of the Corporation and governmental authorities, the Transfer Agent and the Exchange as to relevant matters of fact; (b) a certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation’s behalf by two senior officers of the Corporation acceptable to the Agent, acting reasonably, certifying that: (i) the Corporation has complied with and satisfied all covenants, terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.Closing Time, C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company Corporation set forth herein in this agreement and, where applicable, in the Subscription Agreements are true and correct.correct at the Closing Time, as if made at such time, E. (iii) no event of the nature referred to in sections 10.2(a), (b), (c), (d) or (f) has occurred or to the knowledge of such officers is pending, contemplated or threatened, (iv) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this agreement and the Subscription Agreements, the offering and sale of the Units and the consummation of the other transactions contemplated hereby, and (v) such other matters as may be reasonably requested by the Agent or Agent’s Counsel; (c) evidence satisfactory to the Agent that the Corporation has obtained all necessary conditional approvals of the Exchange for the issuance of the Units and the listing of the Common Shares comprising the Units and the Common Shares issuable upon exercise of the Warrants and the Agent’s Warrants, subject only to the filing of any documents and payment of any fees which may be required by the Exchange; (d) definitive certificates representing, in the aggregate, all of the Common Shares and Warrants comprising the Units, in each case subscribed for on the Closing Date registered in such name or names as the Agent shall notify the Corporation in writing not less than 24 hours prior to the Closing Time provided that such certificates registered in such names may, subject to receipt by the Corporation and the Transfer Agent of a satisfactory indemnity, be delivered in advance of the Closing Date to the Agent or such other parties in such locations as the Agent may direct and the Agent and the Corporation may agree upon; (e) duly completed and executed copies of the Subscription Agreements, each in form and substance reasonably satisfactory to the Agent and the Agent’s Counsel; (f) the commission provided for in section 9.1; and (g) the Agent’s Warrants. The Placement foregoing conditions are for the sole benefit of the Agent, and may be waived in whole or in part by the Agent at any time and without limitation, the Agent shall have no obligation the right, on behalf of potential Subscribers, to insure that (x) withdraw all Subscription Agreements delivered and not previously withdrawn or rescinded by such persons if such conditions are not met. If any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's foregoing conditions are not met, the Agent may terminate its obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or under this agreement without prejudice to any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investorother remedies it may have.

Conditions of Closing. (a) The Closing shall be held at the offices obligation of the Investor or its counsel. The obligations of the Placement Agent Purchaser to close hereunder shall be subject to the continuing accuracy fulfillment and satisfaction, prior to or at the Closing, of the following conditions or the written waiver thereof by the Purchaser: (i) The representations and warranties of the Company Seller in this Agreement shall be true and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy correct in all respects on and as of the Closing Date and the Purchaser shall have received a certificate to that effect dated the Closing Date and executed by the President of the statements Seller and the President of the officers Company. (ii) Each of the Company made pursuant agreements and covenants of the Seller and the Company, to be performed under this Agreement at or prior to the provisions hereof; Closing Date shall have been duly performed in all material respects and the Purchaser shall have received a certificate to that effect dated the Closing Date and executed by the President of the Seller and the President of the Company. (iii) No injunction or restraining order shall be in effect to forbid or enjoin the consummation of the transactions contemplated by this Agreement and no Federal, state, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays the consummation hereof. (iv) All consents, authorizations, orders or approvals of, and filings or negotiations with, any Federal, state, local or foreign governmental agency, commission, board or other regulatory body which are required for, or in connection with, the execution, delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby, and in order to permit or enable the Purchaser to conduct after the Closing Date a business substantially similar to the business as conducted by the Company as of the date hereof, shall have been duly obtained or made, including OSHA, EPA and NJ ISRA, if applicable. (v) All actions necessary to authorize the execution, delivery and performance of this Agreement by the Seller and the Company and the Investor on and as consummation of the Closing Date transactions contemplated hereby, shall have been duly and validly taken and the Seller shall have full power and right to sell the Shares as contemplated herein. (vi) The Purchaser shall have received the stock certificates evidencing the Shares in proper form for transfer, duly endorsed in blank and other documents of its covenants transfer, conveyance and obligations hereunder assignment valid to transfer all right, title and interest in and to the following further conditions:Shares to the Purchaser, in form and substance reasonably satisfactory to Dilworth, Paxson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, as counsel to the Purchaser. A. Upon (vii) All corporate and other proceedings of the effectiveness of a registration statement covering Company in connection with the Standby Equity Distribution transactions contemplated by this Agreement, and all documents and instruments incident thereto, shall be reasonably satisfactory in substance and form to the Investor Purchaser and its counsel, and the Placement Agent Purchaser and its counsel shall receive have received all such documents and instruments, or copies thereof, certified if requested, as they shall have reasonably requested. (viii) There shall have been no damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting any of the Assets. (ix) The Purchaser shall have received an opinion of Counsel to the Seller's counsel in the form of Exhibit B attached hereto. (x) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into an Employment Agreement with the Company, dated in the form attached hereto as of Exhibit C. (xi) The Company shall have received from the date thereofSeller a general release, which opinion shall be in form and substance reasonably satisfactory to the InvestorPurchaser and its counsel, their counsel releasing all claims, obligations and causes of action which the Placement AgentSeller has or might have as of the Closing Date against the Company. B. At (xii) All necessary consents of any persons or entities to the assignment to the Purchaser of the leases and agreements referred to in Sections 4(h), 4(k) and 4(l) hereof shall have been obtained and delivered to the Purchaser and certificates of such persons and entities as the Purchaser shall designate in writing not less than ten (10) days prior to the Closing, the Investor and the Placement Agent Closing Date shall have been furnished such documents, certificates obtained and opinions as it may reasonably require for delivered to the purpose of enabling them to review Purchaser confirming that each document or pass upon the matters agreement referred to in this Agreement such certificates is in full force and effect and no party thereto is in default and no claim of default by any party has been made or is pending and there does not exist any event which with notice or the passing of time, or both, would constitute default or would excuse performance by any party thereto. (xiii) No material adverse change shall have occurred in the condition (financial or otherwise) of the business and Assets of the Company between September 30, 1995 and the Offering MaterialsClosing Date, except for disclosures made on Interim Financial Statements provided pursuant to paragraph 4(e) above, as well as disclosures made on the Schedules that are a part hereof. (xiv) All environmental Conditions found to exist as a result of any Phase I or Phase II audits, or in order otherwise existing, shall have been corrected or remedied, or provisions for payment made for such correction or remedy, to evidence the accuracy, completeness or reasonable satisfaction of any Purchaser. (xv) No materially adverse matter or fact shall exist as of the representations, warranties Closing Date which relates to the Assets or conditions herein contained. C. At and the business of the Company or the Shares that has not been previously disclosed to Purchaser prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change Closing Date in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant writing and resolved to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; reasonable satisfaction of Purchaser. (iiixvi) except as set forth in the Offering Materials, The long-term debt of the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as exceed the amounts set forth in the Offering MaterialsExhibit D attached hereto, the Company and shall not have issued include any securities debt to any affiliated person or entity, including the Seller. (other than those to be issued as provided in the Offering Materialsxvii) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets The tax audit of the Company shall have been pledged resolved, or mortgagedprovision made for the payment of any potential tax due to the sole satisfaction of the Purchaser. Further, except as indicated in provision shall have been made for the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income payment of the Company's share of any tax liability of the consolidated group of which it is a member for all periods prior to October 1, except as set forth in 1996, computed on the Offering Materialsbasis of the Company's internally prepared August 31, 1996 financial statements, adjusted and annualized to September 30, 1996, without write-off or deduction of the Guildwood Receivable. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate (b) The obligation of the Company signed by an executive officer Seller to close hereunder shall be subject to the fulfillment and chief financial officersatisfaction, dated as prior to or at the Closing, of the applicable Closing, to following conditions or the effect that written waiver thereof by the conditions set forth in subparagraph Seller: (Ci) above have been satisfied and that, as of the applicable closing, the The representations and warranties of the Company set forth herein are Purchaser in this Agreement shall be true and correctcorrect in all material respects on and as of the Closing Date. E. The Placement Agent (ii) Each of the agreements and covenants of the Purchaser to be performed under this Agreement at or prior to the Closing Date shall have been duly performed in all material respects. (iii) No injunction or restraining order shall be in effect to forbid or enjoin the consummation of the transactions contemplated by this Agreement and no obligation to insure that Federal, state, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays the consummation hereof. (xiv) any check, note, draft or other means The Seller shall have received a certified copy of payment for resolutions duly adopted by the Common Stock will be honored, paid or enforceable against board of directors of the Investor in accordance with its terms, or (y) subject to Purchaser authorizing and approving the execution of this agreement by the Purchaser and the performance by the Purchaser of its obligations hereunder. (v) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall have entered into an Employment Agreement with the Placement Agent's obligations and Company, in the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.form attached hereto as Exhibit C.

Conditions of Closing. The Closing shall be held at the offices obligation of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be each L/C Issuer and each Lender to enter into this Agreement is subject to the continuing accuracy satisfaction of the representations and warranties following conditions precedent: (a) The Administrative Agent’s receipt of the Company and the Investor herein as following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the InvestorCompany, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of each dated the Closing Date (or, in the case of the statements certificates of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of governmental officials, a recent date before the Closing Date of its covenants Date) and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be each in form and substance reasonably satisfactory to the Investor, their counsel Administrative Agent and each of the Placement Agent.Lenders: B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose (i) executed counterparts of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or Company Guaranty sufficient in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior number for distribution to the ClosingAdministrative Agent, each Lender and the Company; (iii) there shall have been no material adverse change nor development involving a prospective change in the condition such certificates of resolutions or prospects or the business activitiesother action, financial or otherwise, incumbency certificates and/or other certificates of Responsible Officers of the Company from as the latest dates Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer or Borrowing Officer thereof authorized to act as of a Responsible Officer or Borrowing Officer, as the case may be, in connection with this Agreement and the other Loan Documents to which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; is a party; (iii) except such documents and certifications as set forth in the Offering Materials, Administrative Agent may reasonably require to evidence that the Company shall not be is duly organized or formed, and that the Company is validly existing, in default under any provision of any instrument relating good standing and qualified to any outstanding indebtedness for which a waiver or extension has not been otherwise received; engage in business in Delaware; (iv) except a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel to the Company, addressed to the Administrative Agent and each Lender, as set forth in the Offering Materials, to such matters concerning the Company shall not have issued any securities and the Loan Documents as the Administrative Agent or the Required Lenders may reasonably request; (other than those to be issued as provided in the Offering Materialsv) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations a certificate signed by a Responsible Officer of the Company certifying that (contingent or otherwiseA) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein Borrowers contained in Article V and each Loan Party contained in each other Loan Document, or which are contained in any document furnished as of the Closing Date in connection herewith or therewith, are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any checkcorrect in all material respects on and as of the Closing Date, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject except to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's extent that such representations and warranties hereunderspecifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (1B) no Default or Event of Default exists or would result from any Credit Extension or the Offering is exempt from the registration requirements application of the 1933 Act proceeds thereof as of the Closing Date, and (C) after giving effect to the transactions to occur on or prior to the Closing Date, including the effectiveness of the Loan Documents, there has been no event or circumstance since December 31, 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (vi) a Note executed by the Company in favor of each Lender requesting a Note. (b) Any fees required to be paid on or before the Closing Date shall have been paid. (c) The Administrative Agent’s receipt of the Audited Financial Statements. (d) The Administrative Agent’s receipt of evidence in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders that the Existing Credit Agreement and all commitments thereunder have been or, concurrently with the Closing Date, are being terminated, all obligations thereunder have been paid in full and all Liens, if any, securing obligations under the Existing Credit Agreement have been or, concurrently with the Closing Date, are being released (and each Lender party to an Existing Credit Agreement acknowledges the receipt and effectiveness of the Company’s notice of termination thereof). (e) The representations and warranties of the Company contained in Article V or which are contained in any document furnished at any time on or prior to the Closing Date under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (f) Each Lender’s receipt of all documentation and other information required by regulatory authorities under applicable state "Blue Sky" law “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that has been reasonably requested by such Lender not less than ten Business Days prior to the Closing Date. (g) Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (2) provided that such estimate shall not thereafter preclude a final settling of accounts between the Investor is an Accredited InvestorCompany and the Administrative Agent). Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to deliver at the Closing Time on the Closing Date executed Subscription Agreements shall be subject conditional upon the Agents being satisfied with the results of their due diligence investigations relating to the continuing accuracy Corporation and upon the fulfilment at or before the Closing Time on the Closing Date of the following conditions, which conditions the Corporation covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time on the Closing Date: (a) the execution and delivery of this Agreement, the Subscription Agreements and the Share Purchase Warrant Certificates and the creation and issuance of the Common Shares and Share Purchase Warrants and the allotment and reservation of the Warrant Shares shall have been duly authorized by all necessary corporate action; (b) any necessary consents or approvals of the Stock Exchange and Regulatory Authorities in each of the Offering Jurisdictions with respect to the issue and sale of the Common Shares, Share Purchase Warrants and Warrant Shares, respectively, shall have been obtained, including the conditional approval of the Stock Exchange to list the Common Shares and Warrant Shares; (c) the Agents shall have received certificates addressed to the Agents and to the Purchasers, dated as of the Closing Date, signed by the President and the Chief Executive Officer of the Corporation, or such other officers of the Corporation as the Agents may accept, certifying on behalf of the Corporation to the effect that, except as has been generally disclosed at the date thereof: (i) the Corporation has no undisclosed contingent liability that is material to the Corporation; (ii) the representations and warranties of the Company Corporation contained herein and in the Investor Subscription Agreements are true and correct and all the terms and conditions relating to the Corporation contained herein as and therein and required to be performed and complied with by the Corporation by or at the Closing Time have been performed and complied with by the Corporation; and (iii) no order ceasing or suspending trading in the securities of the date hereof and as Corporation or prohibiting the Offering or the issuance or distribution of the Date Securities has been issued and no proceedings for such purpose are pending or, to the knowledge of Closing the Corporation, threatened; (d) the "Closing Date") Agents shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ a favourable legal opinion with respect to the Company or Offering Jurisdictions, in a form satisfactory to the InvestorAgents, as the case may beacting reasonably, as if it had been made on and as of such Closing Date; the accuracy on and dated as of the Closing Date Date, addressed to the Agents and to the Purchasers substantially in the form attached hereto as in Appendix B and such other matters as the Agents may reasonably request prior to the Closing Time; (e) as at the Closing Time, all covenants, agreements and obligations of the statements Corporation hereunder and under the Subscription Agreements required to be performed or complied with on or before the Closing Time shall have been so performed or complied with and all conditions required to be complied with by the Corporation shall have been complied with; (f) from the date hereof until the Closing Time, Agents shall receive drafts of all press releases to be issued in connection with the Offering, with sufficient time for Agents and its legal counsel to comment thereon. In order to comply with the applicable U.S. federal and state securities laws, any press release issued by the Corporation concerning the Offering shall be marked, at the top of the press release, as follows: “NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES;” and (g) the Transaction will have closed on or prior to the Closing Date. In providing the opinions referred to in 11(d) above, counsel may, where appropriate, rely on the opinions of counsel in jurisdictions other than Ontario and on certificates or letters of the auditors, of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwiseCorporation, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations transfer agent of the Company (contingent or otherwise) Corporation and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except public officials as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsto factual matters relevant to such opinions. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent Westrock hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon On the effectiveness of a registration statement covering the Standby Equity Distribution AgreementEffective Date, the Investor and the Placement Agent Westrock shall receive the opinion of Counsel counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory set forth in Annex 1 to the Investor, their counsel and the Placement Agentthis Agreement. B. At or prior to the Closing, the Investor and the Placement Agent Westrock shall have been furnished such documents, certificates and opinions as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iviii) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (viv) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (vvi) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent At Closing, Westrock shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 5.1 The Vendors shall not be obligated to complete the sale of the Purchased Shares pursuant to this Agreement and the other transactions contemplated herein, unless, at the Acquisition Closing, each of the conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendors: (a) the representations and warranties of the Purchaser in section 4.3 of this Agreement shall be true and correct in all material respects at the Acquisition Closing Date; (b) the covenants and conditions of the Purchaser to be performed and observed in this Agreement prior to or at Acquisition Closing shall have been performed and observed in all material respects; (c) the receipt of any approvals or consents contemplated by this Agreement or otherwise necessary for this Agreement and the completion of the transactions contemplated herein, and all such approvals being in full force and effect; (d) there shall have been no event or change that has had or would be held reasonably likely to have a Material Adverse Effect on the Purchaser; and‌ (e) there shall have been no order made or any Legal Proceedings commenced or threatened for the purpose, or which could have the effect, of preventing or restraining the completion of the transactions contemplated by this Agreement. 5.2 If any condition in section 5.1 hereof has not been fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors to comply with its obligations under this Agreement, then the Vendors may, without limiting any rights or remedies available to the Vendors at law or in equity, either: (a) terminate this Agreement by notice to the Purchaser; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of the non-fulfillment of any other condition for its benefit. 5.3 The Purchaser shall not be obligated to complete the purchase of the Purchased Shares pursuant to this Agreement and the other transactions contemplated herein, unless, at the offices Acquisition Closing, each of the Investor or its counsel. The obligations conditions listed below is satisfied, it being understood that the said conditions are included for the exclusive benefit of the Placement Agent hereunder Purchaser: (a) the representations and warranties of the Vendors as set out in section 4.1 of this Agreement shall be subject to true and correct in all material respects at the continuing accuracy of Acquisition Closing Date;‌ (b) the representations and warranties of the Company as set out in section 4.2 of this Agreement shall be true and correct in all material respects at the Investor herein as Acquisition Closing Date; (c) the covenants and conditions of the date hereof Vendor to be performed and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be observed in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or this Agreement prior to the Closing, the Investor and the Placement Agent or at Acquisition Closing shall have been furnished such documentsperformed and observed in all material respects; (d) the Vendors and the Company having entered into and provided all information, certificates forms, certificates, undertakings, agreements and opinions as it other documents and instruments that may reasonably require be required by the Exchange; (e) the receipt of any approvals or consents contemplated by this Agreement or otherwise necessary for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any completion of the representationstransactions contemplated herein, warranties or conditions herein contained. C. At in form and prior content and upon such conditions, if any, acceptable to the ClosingPurchaser, and all such approvals being in full force and effect; (if) the completion of the transactions contemplated herein not constituting a “fundamental change” or a “change of business” for the Purchaser, as defined in the policies of the Exchange; (g) there shall have been no material adverse event or change nor development involving that has had or would be reasonably likely to have a prospective change in Material Adverse Effect on the condition or prospects or Company; (h) the business activities, financial or otherwise, Company shall have no Company Employees and there shall be no liabilities owing to former Company Employees;‌ (i) the Board of Directors of the Company from shall have approved the latest dates as transfer of which such condition is set forth the Purchased Shares contemplated in this Agreement, in accordance with the Offering Materialsconstating documents of the Company; and (iij) there shall have been no transactionorder made or any Legal Proceedings commenced or threatened for the purpose, not in or which could have the ordinary course effect, of business except preventing or restraining the completion of the transactions pursuant to the Securities Purchase Agreement entered into contemplated by the Company on the date this Agreement. 5.4 If any condition in section 5.3 hereof which has not been disclosed in fulfilled or if any such condition is or becomes impossible to satisfy, other than as a result of the Offering Materials failure of the Purchaser to comply with its obligations under this Agreement, then the Purchaser may, without limiting any rights or remedies available to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, Purchaser at law or in equity, against either: (a) terminate this Agreement by notice to the Company or affecting Company; or‌ (b) waive compliance with any such condition without prejudice to its right of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect termination in the businesses, prospects or financial condition or income event of the Company, except as set forth in the Offering Materialsnon-fulfillment of any other condition for its benefit. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. (1) The obligations of the Placement Agent hereunder shall be under this Agreement is subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein contained in this Agreement both as of the date hereof of this Agreement and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and Time, the performance by the Company of its obligations under this Agreement including the Funding Condition in Section 19 and receipt by the Agent, at the Closing Time, of the following: (a) a favourable legal opinion, dated the Closing Date, in form and substance and subject to customary qualifications and assumptions satisfactory to the Agent, acting reasonably, from Fasken M▇▇▇▇▇▇▇▇ D▇▇▇▇▇▇▇ LLP or local counsel, in its capacity as the Company's Canadian counsel, as to matters of Canadian federal and provincial law, addressed to the Agent and the Investor on Agent's counsel; (b) a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the Agent, acting reasonably, from Fasken M▇▇▇▇▇▇▇▇ DuMoulin LLP with regard to: (i) the status and good standing of each Material Subsidiary; and (ii) the authorized share capital of each Material Subsidiary, and as to the number of issued and outstanding shares in the capital of each Material Subsidiary and the owner of such shares; (c) a favourable legal opinion dated the Closing Date, in form and substance satisfactory to the Agent, acting reasonably, from G▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Professional Corporation as to title to and ownership rights in respect of the Refinery (the "Refinery Opinion"); (d) an undertaking of the Company, to deliver within 30 days of the Closing Date of its covenants Date, a favourable legal opinion, in form and obligations hereunder and substance satisfactory to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementAgent, the Investor and the Placement Agent shall receive the opinion of Counsel acting reasonably, from Idaho legal counsel to the Company, dated as to title to and ownership rights in respect of the date thereofIron Creek Project; (e) if any of the Offered Securities are offered or sold in the United States, which the Agent shall have received at the Closing Time a customary and favourable legal opinion shall be from the Company’s special United States counsel, T▇▇▇▇▇▇▇ P▇▇▇▇▇ ▇▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, dated the Closing Date, in form and substance reasonably satisfactory to the InvestorAgent, their counsel to the effect that no registration is required under the U.S. Securities Act in connection with the offer and sale of the Offered Securities, provided, in each case, that such offer and sale of Offered Securities in the United States is made in compliance with this Agreement and the Placement terms set out in Schedule A hereto. In providing the foregoing opinion, such counsel may rely upon the covenants, representation and warranties of the Company and the Agent set forth in this Agreement and Schedule A hereto, and upon the covenants, representations and warranties of any purchasers of Offered Securities; (f) certificates or evidence of registration representing, in the aggregate, the Offered Securities issuable on such date registered in the name of CDS or its nominee or in such other name(s) as the Agent shall have directed; (g) the auditor's comfort letters dated the Closing Date, updating the comfort letters referred to in Section 5(4) above with such changes as may be necessary from the comfort letters delivered previously to bring the information therein forward to a date which is within two Business Days of such date; (h) the applicable Agent Fee payable to the Agent in accordance with Section 12(1); (i) on the Closing Date, evidence satisfactory to the Agent that the Offered Securities have been conditionally approved for listing on the TSXV, subject only to satisfaction of customary conditions; (j) a certificate, dated the Closing Date, and signed on behalf of the Company, but without personal liability, by the President and by the Chief Financial Officer of the Company, or such other officers of the Company as may be reasonably acceptable to the Agent. B. At , certifying that: (i) the Company has complied in all material respects with all covenants and satisfied all terms and conditions hereof to be complied with and satisfied by the Company at or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering MaterialsClosing Time; (ii) except to the extent such representations and warranties are given as of a particular date (in which case they will be true and correct in all material respects as of such date), all the representations and warranties of the Company contained herein are true and correct in all material respects as of the Closing Time, with the same force and effect as if made at and as of the Closing Time, after giving effect to the transactions contemplated hereby; (iii) there shall have has been no transaction, not in the ordinary course of business except the transactions pursuant material change relating to the Securities Purchase Agreement entered into by the Company on since the date hereof which has not been generally disclosed in and with respect to which the Offering Materials requisite material change statement or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension report has not been otherwise receivedfiled and no such disclosure has been made on a confidential basis; and (iv) except as set forth that, to the best of the knowledge, information and belief of the persons signing such certificate, no order, ruling or determination having the effect of ceasing or suspending trading in the Offering Materials, the Company shall not have issued Common Shares or any other securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) has been issued and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be proceedings for such purpose are pending or threatened before are contemplated or by any court or federal or state commissionthreatened; (k) a certificate dated the Closing Date, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income signed on behalf of the Company, except as set forth but without personal liability, by the President and Chief Executive Officer of the Company or another officer acceptable to the Agent, acting reasonably, in form and content satisfactory to the Offering Materials. D. If requested at Closing Agent, acting reasonably, with respect to the Investor constating documents of the Company; the resolutions of the directors of the Company relevant to the Offering, including the allotment, issue (or reservation for issue) and sale of the Offered Securities the authorization of this Agreement, the certificate representing the listing of the Offered Securities on the TSXV and transactions contemplated by this Agreement; and the Placement Agent incumbency and signatures of signing officers of the Company; (l) at the Closing Time, the Company's directors and officers, shall receive have entered into lock-up agreements in form and substance satisfactory to the Agent, acting reasonably, evidencing their agreement to not, without the consent of the Agent, which consent shall not be unreasonably withheld, issue, sell, grant any option for the sale of, or otherwise dispose or monetize, or offer to announce any intention to do so, in a public offering or by way of private placement or otherwise, any Offered Securities or any securities convertible or exchangeable into Offered Securities for a period of 90 days after the Closing Date; (m) a certificate of status (or equivalent) for the Company signed by an executive officer and chief financial officer, each Material Subsidiary dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, within one (1) Business Day (or such earlier or later date as the Offering is exempt from the registration requirements Agent may accept) of the 1933 Act Closing Date; and (n) such other documents as the Agent or any applicable state "Blue Sky" law or (2) counsel to the Investor is an Accredited InvestorAgent may reasonably require.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) The Registration Statement shall have become effective and at Closing Time no order suspending the effectiveness of a registration statement covering thereof shall have been issued under the Standby Equity Distribution AgreementSecurities Act or proceeding therefor initiated or threatened by the SEC. (b) At Closing Time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Investor Company and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereofshall deliver its opinion, which opinion shall be in form and substance reasonably satisfactory to the Investorparties hereto, their counsel to the effect that: (i) The Company is duly organized and validly existing as a corporation under the laws of the State of Washington and is in good standing and qualified to do business in each other jurisdiction in which the failure to so qualify might reasonably be expected to result in material adverse consequences to the Company. The Company has full corporate power and authority to perform its obligations as described in the Registration Statement, the Prospectus and herein. (ii) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectus under the caption "Capitalization" as of the dates stated therein; the issued and outstanding shares of Common Stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable. (iii) The Shares to be issued and sold by the Company as contemplated by the Prospectus will be, upon issuance and delivery against payment therefor in accordance with the terms hereof, duly authorized and validly issued and fully paid and nonassessable. (iv) This Agreement has been duly authorized, executed and delivered by or on behalf of the Company, and assuming that this Agreement is binding on the Underwriter, this Agreement constitutes a valid, binding and enforceable agreement of the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors and except as enforceability of indemnification provisions may be limited by applicable law and the Placement Agentenforcement of any specific terms or remedies may be unavailable. B. (v) The execution and delivery of this Agreement and the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein and in the Prospectus will not be in contravention of any of the provisions of the Company's Articles of Incorporation or Bylaws and, to their knowledge, will not constitute a breach of, or default under, any instrument by which the Company is bound or any order, rule or regulation applicable to the Company of any court or any governmental body or administrative agency having jurisdiction over the Company. (vi) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative agency or body to which the Company is a party, or to which any of its assets is subject, which are required to be, but are not, disclosed in the Registration Statement or Prospectus. (vii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Shares, except such as may be required under the Securities Act, NASD rules or applicable securities or "Blue Sky" laws. (viii) The Registration Statement is effective under the Securities Act and no proceedings for a stop order are pending or, to their knowledge, threatened under Section 8(d) or Section 8(e) of the Securities Act or any applicable state "Blue Sky" laws. (ix) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the Securities Act and SEC Regulations. Counsel rendering the foregoing opinion may rely as to questions of fact upon representations or certificates of officers of the Company and of governmental officials, in which case their opinion is to state that they are so relying. (c) At Closing Time, the Company shall deliver a certificate to the effect that: (i) no order suspending the effectiveness of the Registration Statement has been issued and no proceedings therefor have been instituted or to the best of their knowledge threatened by the SEC or other regulatory or self-regulatory body; (ii) the representations and warranties of the Company contained herein are true and correct with the same effect as though expressly made at Closing Time and in respect of the Registration Statement as in effect at Closing Time; and (iii) the Company has performed all covenants and agreements herein contained which are required to be performed on their part at or prior to the Closing, the Investor and the Placement Agent Closing Time. (d) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and opinions included in the Prospectus as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Shares as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At ; and prior to all actions taken by the Closing, (i) there shall have been no material adverse change nor development involving a prospective change parties hereto in connection with the condition or prospects or the business activities, financial or otherwise, sale of the Company from Shares as herein contemplated shall be reasonably satisfactory in form and substance to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP. If the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 7 shall not have been fulfilled in all material respects when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be cancelled by any change party hereto by notifying the other parties hereto of such cancellation in the indebtedness (long writing or short term) by telegram at any time at or liabilities prior to Closing Time, and any such cancellation or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any Section 9 of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering MaterialsMaterials and the SEC Documents; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsMaterials and the SEC Documents. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices obligation of the Investor or its counsel. The obligations of Underwriters to purchase and pay for the Placement Agent hereunder Bonds on the Closing Date shall be subject to the continuing due performance by the Authority and the Company of their respective obligations to be performed under this Bond Purchase Agreement prior to or on the Closing Date, and the accuracy of the respective representations and warranties of the Company Authority and the Investor herein Company contained herein, as of the date hereof and as of the Date Closing Date, and shall also be subject to the following additional conditions: (a) The Resolution shall have been duly adopted and the Official Statement, the Bonds, the Indenture, the Participation Agreement, the Company Note, the Tax Regulatory Agreement, the Insurance Policy and the Company's Disclosure Certificate shall have been duly authorized, executed and delivered, and each of Closing the foregoing shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been mutually agreed to by the Underwriters. (b) Subsequent to the acceptance of this Bond Purchase Agreement by the Authority and the Company: (i) There shall not have occurred any material event in or affecting particularly the business or properties of the Company which, in the reasonable judgment of the Underwriters, materially impairs the investment quality of the Bonds; (ii) The marketability of the Bonds or the market price thereof shall not, in the reasonable judgment of the Underwriters, have been materially and adversely affected by reason of: (A) legislation introduced in or passed by the House of Representatives or the Senate of the Congress of the United States, or recommended to the Congress of the United States for passage by the President of the United States or favorably reported for passage to either the House of Representatives or the Senate by any committee of either such body to which such legislation has been referred for consideration, or (B) a decision rendered by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, or a New York court, or (C) a ruling, regulation, order or release made or proposed by the Treasury Department of the United States or the Internal Revenue Service, in each such case with the purpose or effect, directly or indirectly, of imposing Federal or New York State or local income taxation, or the occurrence of any other event which results in the imposition of Federal or New York State or local income taxation, upon revenues or other income to be derived by the Authority or upon interest received on obligations of the general character of the Bonds, which fails to exempt interest on bonds of the specific character of the Bonds; (iii) Moody's Investors Service, Inc., Standard & Poor's Ratings Servic▇▇ or Fitch Ratings (each a "Rating Agency" and together, the "Rating Agencies") shall not have: (A) downgraded or withdrawn the rating of any security of the Company or the Insurer, or (B) issued an adverse credit report of which the Company or the Insurer is the subject or publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's or the Insurer's debt securities which, in any such case, in the reasonable opinion of the Underwriters, materially adversely affects the market price of the Bonds. (iv) No proceeding shall be pending or threatened by the Commission against the Company and trading in any securities of the Company shall not have been suspended on any national securities exchange; (v) No order, decree or injunction of any court of competent jurisdiction, nor any order, ruling, regulation or administrative proceeding by the Commission or any other governmental body or board, shall have been issued or commenced, nor shall any legislation have been enacted, to the effect that the offering, sale or delivery of the Bonds as contemplated hereby or by the Official Statement is or would be in violation of any provision of the Securities Act of 1933, as amended (the "Closing DateSecurities Act"), the Exchange Act or the Trust Indenture Act of 1939, as amended, or with the purpose or effect of prohibiting the offering or sale of the Bonds as contemplated hereby or by the Official Statement or of obligations of the general character of the Bonds, or the execution or performance of the Participation Agreement, the Indenture, the Company Note, the Tax Regulatory Agreement, the Insurance Policy or the Company's Disclosure Certificate, in accordance with their respective terms; and (vi) No legislation, ordinance, rule or regulation shall have been introduced in, or enacted by, any governmental body, department or agency in the State of New York, nor shall a decision by any court of competent jurisdiction within the State of New York have been rendered, nor shall any Federal or New York State or municipal executive order have been issued, which, in the reasonable opinion of the Underwriters, would have a material adverse effect on the market price of the Bonds. (c) The marketability of the Bonds shall not, in the reasonable judgment of the Underwriters, be adversely affected by reason of (i) the occurrence of a general suspension of trading on the New York Stock Exchange or the imposition of additional material restrictions not in force as of the date hereof upon trading in securities generally by any governmental authority; (ii) the imposition by the New York Stock Exchange, or any governmental authority, as to the Bonds or similar obligations, of any material restrictions not now in force or increasing materially those now in force with respect to the Company extension of credit by, or the Investorcharge to the net capital requirements of, the Underwriters; (iii) the establishment of a general banking moratorium by Federal or New York authorities; (iv) any major financial crisis or material disruption in commercial banking or securities clearance services in the United States; or (v) any outbreak of hostilities or the declaration of a war directly involving the United States of America, or the occurrence of any other national or international calamity, crisis or emergency, or the escalation of any of the above or any conflict involving the armed forces of the United States of America, on or after the date of this Bond Purchase Agreement. (d) On or prior to the Closing Date, the Underwriters shall have received the following documents, in each case satisfactory in form and substance to the Underwriters and to their counsel: (1) Three copies of the Official Statement executed on behalf of the Authority by its Chairman or President; (2) Executed counterparts of the Tax Regulatory Agreement and executed Company's Disclosure Certificate; (3) The Indenture executed on behalf of the Authority and the Trustee; (4) The Participation Agreement executed on behalf of the Authority and the Company; (5) An executed copy of the Insurance Policy; (6) A certificate of the Authority, dated the Closing Date, signed by an authorized officer of the Authority, to the effect that (i) each of the representations and warranties of the Authority contained in Section 5 hereof is true and correct on and as of the case may be, Closing Date as if it such representations and warranties had been made on and as of such the Closing Date; , (ii) the accuracy Authority has complied with all the terms of this Bond Purchase Agreement, the Participation Agreement, the Indenture and the Tax Regulatory Agreement to be complied with by it prior to or on the Closing Date and (iii) the Authority is aware of no event of default that has occurred and is continuing under the Indenture or the Participation Agreement; (7) Arbitrage certifications executed by appropriate officers of the Authority and the Company; (8) A certificate of the Company, dated the Closing Date, signed by the Chairman of the Board, the President, a Vice President, the Treasurer or an Assistant Treasurer of the Company, to the effect that (i) each of the representations and warranties of the Company contained in Section 6 hereof is true and correct on and as of the Closing Date of the statements of the officers of the Company as if such representations and warranties had been made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date Date, (ii) the Company has duly complied with all the terms of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution this Bond Purchase Agreement, the Investor Company's Disclosure Certificate, the Tax Regulatory Agreement, the Company Note and the Placement Agent shall receive Participation Agreement to be complied with by it, and has satisfied all conditions on its part to be satisfied, prior to or on the opinion Closing Date, (iii) the Company is aware of Counsel to no event of default that has occurred and is continuing under the CompanyIndenture, dated the Participation Agreement or the Tax Regulatory Agreement and (iv) as of the date thereofClosing Date, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have has been no material adverse change nor development involving a prospective change in the condition (whether or prospects or the business activities, financial or otherwise, of the Company not arising from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not transactions in the ordinary course of business except business) in the transactions pursuant business, properties, condition (financial or otherwise) or operations of the Company from that set forth in or contemplated by the Official Statement; (9) Opinions, dated the Closing Date, of (i) Hawkins Delafield & Wood LLP, Bond Counsel, addre▇▇▇▇ ▇o ▇▇▇ ▇▇▇erw▇▇▇▇rs and (A) in substantially the form attached to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed Official Statement as Appendix B, and (B) in the Offering Materials or form attached hereto as Exhibit A; (ii) Counsel of the Company, (A) addressed to the Placement Agent Underwriters and in writingsubstantially the form attached hereto as Exhibit B, together with reliance letters addressed to the Authority, the Trustee and the Insurer, and (B) addressed to the Authority and Bond Counsel with respect to tax covenants of the Company; (iii) except Roger D. Avent, Esq., General Counsel of the Authority, addressed to the Underwriters and in substantially the form attached hereto as set Exhibit C, and (iv) Counsel to the Insurer, addressed to the Underwriters, the Authority and the Company, which opinion authorizes the Trustee and Paying Agent and the Rating Agencies to rely thereon as though such opinion were addressed to them, and in substantially the form attached hereto as Exhibit D; in each case with such changes from such respective forms as the Underwriters shall approve; (10) An opinion or opinions, dated the Closing Date, addressed to the Underwriters, of Pillsbury Winthrop Shaw Pittman LLP, as counsel for the Under▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇t to the issue and sale of the Bonds, the Official Statement and other related matters as the Underwriters may require; (11) A letter from Deloitte & Touche LLP, addressed to the Underwriters and the Company and dated the Closing Date that sets forth certain procedures which were agreed to by the Underwriters; (12) Evidence that the Approvals have been obtained and are in full force and effect or have been duly waived; (13) A letter from each Rating Agency verifying its rating of the Offering MaterialsBonds as "AAA" or "Aaa" or such other evidence of the rating as is deemed acceptable by the Underwriters; (14) Such additional certificates, proceedings, opinions, instruments or documents as the Underwriters or counsel to the Underwriters may reasonably request in connection with the transactions contemplated by this Bond Purchase Agreement. (e) On or prior to the Closing Date, the Company shall not be in default under any provision have delivered to the Underwriters, by wire transfer of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materialsimmediately available funds, the Company amounts representing the underwriting commission specified in Section 2 hereof in connection with the offering and sale of the Bonds. Delivery of the aforesaid documents shall not have issued any securities (other than those be made at the offices of Hawkins Delafield & Wood LLP, 67 Wall Street, New York, New York. ▇▇ ▇▇e Authority or the Com▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ the respective conditions to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent Underwriters contained in this Bond Purchase Agreement, or otherwise) and trade payable debt; (v) no material amount if the obligations of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses Underwriters shall be pending or threatened before or terminated for any reason permitted by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closingthis Bond Purchase Agreement, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.Underwriters may cancel this Bond Purchase

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing DateCLOSING DATE") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: : A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder Agents to deliver at the Closing Time executed Subscription Agreements shall be subject conditional upon the Agents being satisfied with the results of their due diligence investigations relating to the continuing accuracy Company and upon the fulfilment at or before the Closing Time of the following conditions, which conditions the Company covenants to use its best efforts to fulfil or cause to be fulfilled prior to the Closing Time and some or all of which may be waived by the Agents: (a) the execution and delivery of this Agreement, the Subscription Agreements and the certificates, if any, representing the Common Shares, the Option Shares, if any, and the Compensation Options; the allotment and issuance of the Common Shares and the Option Shares, if any; the creation of the Compensation Options; and the allotment and reservation for issuance of the Compensation Options Shares shall have been duly authorized by all necessary corporate action; (b) any necessary consents or approvals of the Stock Exchange and securities regulatory authorities in each of the Offering Jurisdictions with respect to the issue and sale of the Offering Shares shall have been obtained, including the conditional approval of the Stock Exchange to list the Offering Shares; (c) all covenants, agreements, obligations and conditions of the Company hereunder and under the Subscription Agreements required to be performed or complied with on or before the Closing Time shall have been so performed or complied with; (d) the Agents shall have received a certificate addressed to the Agents, dated as of the applicable Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company, or such other officers of the Company as the Agents may accept, certifying on behalf of the Company to the effect that, except as has been generally disclosed at the date thereof: (i) the Company does not have any undisclosed contingent liability that is material to the Company; (ii) the representations and warranties of the Company contained herein and in the Investor herein as of Subscription Agreements are true and correct and all the date hereof terms, covenants and as of the Date of Closing (the "Closing Date") with respect conditions relating to the Company contained herein and therein and required to be performed and complied with by the Company by or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of at the Closing Date of Time have been performed and complied with by the statements of the officers Company; (iii) no order ceasing or suspending trading in securities of the Company made pursuant or prohibiting the Offering or the issuance or distribution of the Offering Shares has been issued and no proceedings for such purpose are pending or, to the provisions hereofknowledge of the Company, threatened; and (iv) (A) there having not occurred a material adverse effect, or any change or development involving a prospective material adverse effect, or the coming into existence of a new material fact, other than as disclosed in the Public Record; and (B) except as disclosed in the performance Public Record, no transactions have been entered into by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel which are or would be material to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not other than in the ordinary course of business except business; (e) the transactions pursuant Agents shall have received a certificate addressed to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officerAgents, dated as of the applicable ClosingClosing Date, signed by an appropriate officer on behalf of the Company, certifying without personal liability, with respect to (i) the constating documents of the Company, (ii) the resolutions of the Company's board of directors relating to the effect that Offering, and (iii) the conditions set forth incumbency and specimen signatures of signing officers of the Company; (f) the Agents shall have received customary corporate and securities legal opinions for a transaction of this nature, in subparagraph (C) above have been satisfied a form satisfactory to the Agents, acting reasonably, and thataddressed to the Agents, dated as of the applicable closingClosing Date, from Forooghian + Company Law Corporation, Canadian counsel to the representations Company, and warranties ▇▇▇▇▇ LPC, United States counsel to the Company and, where appropriate, counsel in the other Offering Jurisdictions as may be required in form and substance satisfactory to the Agents, acting reasonably; in providing such opinions, counsel may, where appropriate, rely on a certificate of officers of the Company, of the transfer agent of the Company set forth herein are true and correct.public officials as to factual matters relevant to such opinions; E. The Placement Agent (g) the Agents shall have no obligation received a favourable title opinion, in a form satisfactory to insure that the Agents, acting reasonably, and addressed to the Agents, dated as of the applicable Closing Date, from local counsel to the Company, as to the title and ownership interest in the Panuco Property; (xh) any checkthe Company having delivered to the Agents, noteat the Closing Time, draft or other means a certificate of payment good standing under the Business Corporations Act (British Columbia) for the Common Stock will Company, dated within two days of the applicable Closing Date; (i) the Agents having received at the Closing Time, such further certificates, opinions of counsel and other documentation from the Company as may be honoredcontemplated herein or as the Agents or Agents' Counsel may reasonably require, paid provided, however, that the Agents or enforceable against the Investor in accordance with its terms, Agents' Counsel shall request any such certificate or (y) subject document within a reasonable period prior to the performance of Closing Time that is sufficient for the Placement Agent's obligations Company to obtain and deliver such certificate, opinion or document, and in any event, at least two Business Days prior to the accuracy of the Placement Agent's representations and warranties hereunder, Closing Time; (1j) the Offering is exempt Company shall have caused each of its directors and officers to execute and deliver to the Agents a lock-up agreement, in form satisfactory to the Agents, acting reasonably; and (k) from the registration requirements date hereof until the Closing Time, PI Financial shall receive drafts of all press releases to be issued in connection with the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorOffering, with sufficient time for PI Financial and Agents' Counsel to comment thereon.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) At the effectiveness of a registration statement covering the Standby Equity Distribution AgreementInitial Closing Time, the Investor and the Placement Agent Sponsor shall receive the opinion of Counsel deliver a certificate to the Company, dated as effect that: (i) the representations and warranties of the date thereof, which opinion shall Sponsor contained herein are true and correct with the same effect as though expressly made at the Initial Closing Time and in respect of the Memorandum as in effect at the Initial Closing Time; and (ii) the Sponsor has performed all covenants and agreements herein contained to be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At performed on its part at or prior to the Closing, the Investor and the Placement Agent Initial Closing Time. (b) The parties hereto shall have been furnished with such documentsadditional information, opinions, certificates and opinions documents, including supporting documents relating to parties described in the Memorandum and certificates signed by such parties with regard to information relating to them and included in the Memorandum as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained; and all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to the Sponsor and the Selling Agent or to such independent counsel selected by the Sponsor and the Selling Agent. C. (c) At and prior to each Additional Closing Time, the Closing, (i) there parties hereto shall have been no material adverse change nor development involving a prospective change in furnished with such information, opinions and certified documents as the condition Sponsor and the Selling Agent may deem to be necessary or prospects or the business activities, financial or otherwise, appropriate. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 5 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement and all obligations hereunder may be cancelled by any change party hereto by notifying the other parties hereto of such cancellation in writing or by telegram at any time at or prior to the indebtedness (long Initial Closing Time, and any such cancellation or short term) or liabilities or obligations termination shall be without liability of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, any party to any other party except as indicated otherwise provided in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsSection 6. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy following conditions (it being understood that the Agents may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agents any such waiver or extension must be in writing): (a) the Agents shall have received an opinion, dated the Closing Date and subject to customary qualifications, of ▇▇▇▇▇▇ LLP, the Corporation's legal counsel, addressed to the Agents, their legal counsel and the Purchasers as to all legal matters reasonably requested by the Agents relating to the Corporation and the creation, issuance and sale of the Shares and the Compensation Options, or, instead of rendering opinions relating to the laws of the Selling Provinces other than British Columbia, the Corporation's solicitors may engage one or more legal counsel in the Selling Provinces or elsewhere to provide such local counsel opinions as may be necessary; (b) the Agents shall have received title opinions, dated on or before the Closing Date and subject to customary qualifications, of local counsel to the Corporation, acceptable to the Agents, with respect to title to the South Mountain Project addressed to the Agents and their legal counsel, in form and content acceptable to the Agents acting reasonably; (c) the Agents shall have received an opinion, dated the Closing Date and subject to customary qualifications, of Securities Law USA, PC, the Corporation’s United States securities counsel, addressed to the Agents, in respect of the availability of an exemption from the registration requirements of the U.S. Securities Act for the offer and sale of the Shares in the United States as contemplated in this Agreement; (d) the Agents shall have received an incumbency certificate dated the Closing Date including specimen signatures of the Chief Executive Officer, the Chief Financial Officer and any other officer of the Corporation signing this Agreement or any document delivered hereunder; (e) the Agents shall have received a certificate, dated the Closing Date, of such two senior officers of the Corporation as are acceptable to the Agents, addressed to the Agents and their counsel to the effect that, to the best of their knowledge, information and belief, after due enquiry and without personal liability: (i) the representations and warranties of the Company Corporation in this Agreement are true and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, correct in all material respects as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date Time and the Corporation has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied in all material respects at or prior to the Closing Time; and (ii) no order, ruling or determination having the effect of suspending the sale or ceasing, suspending or restricting the trading of Common Shares in the Selling Provinces has been issued or made by any stock exchange, securities commission or regulatory authority and is continuing in effect and, to the knowledge of the statements officers, no proceedings, investigations or enquiries for that purpose have been instituted or are pending; (f) the Agents shall have received copies of the officers notice of articles and articles of the Company made pursuant Corporation delivered at Closing certified by a senior officer of the Corporation to be full, true and correct copies, unamended, and in effect on the date thereof; (g) the Agents shall have received copies of the minutes or other records of various proceedings and actions of the Corporation's Board of Directors relating to the provisions hereof; Offering and the performance delivered at Closing certified by the Company and the Investor on and as a senior officer of the Closing Date of its covenants Corporation to be full, true and obligations hereunder correct copies thereof and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated without having been modified or rescinded as of the date thereof; (h) the Agents shall have received evidence of receipt of all required approvals of the TSXV in connection with the Offering; (i) the Shares and Compensation Option Shares, which opinion shall have been accepted for listing on the TSXV, subject only to fulfilment of the standard listing conditions of the TSXV set forth in a conditional acceptance letter; (j) the Agents and their counsel shall have been provided with information and documentation reasonably requested relating to their due diligence inquiries and investigations and the Agents shall be satisfied, in form their sole discretion, with the results of their due diligence inquiries and substance reasonably satisfactory investigations; (k) the Agents shall have received a certificate of good standing in respect of the Corporation, dated no earlier than one Business Day before the Closing Date; (l) the Agents shall have received certificates or lists, issued under the Securities Laws of the Reporting Provinces stating or evidencing that the Corporation is not in default under the Securities Laws of such provinces; (m) the Agents shall have received executed Lock-up Agreements (as defined herein); (n) the Agents shall have received a certificate from the Transfer Agent as to the Investor, their counsel number of Common Shares issued and the Placement Agent. B. At or outstanding as at a date no more than two Business Days prior to the Closing, Closing Date; and (o) the Investor and the Placement Agent Agents shall have been furnished such documentsreceived any other certificates, certificates and comfort letters, opinions as it may reasonably require for the purpose of enabling them or industry standard documents in connection with any matter relating to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into are reasonably requested by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsAgents. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing 8.1 Newco shall not be held at obligated to complete the offices purchase of the Investor Properties pursuant to this Agreement unless, at or its counsel. The obligations before the Closing, each of the Placement Agent hereunder shall be subject to conditions listed below in this section 8.1 has been satisfied, it being understood that the continuing accuracy said conditions are included for the exclusive benefit of the Newco: (a) The representations and warranties of the Company Crosshair and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to Paragon in this Agreement shall be true and the Offering Materials, or correct in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to all material respects at the Closing; (b) Paragon and Crosshair shall have performed and complied in all material respects with the terms and conditions in this Agreement on each of its part to be performed or complied with at or before the Closing and shall have executed and delivered or caused to have been executed and delivered to Newco at the Closing all the documents contemplated in sections 7.2 and 7.3 and elsewhere in this Agreement; (c) During the Interim Period, (i) there shall have been no material adverse change nor development involving a prospective change in Material Adverse Change; (d) During the condition or prospects or the business activitiesInterim Period, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transactionOrder made or any Legal Proceedings commenced or threatened for the purpose, not or which could have the effect, of enjoining, preventing or restraining the completion of the transactions contemplated by this Agreement or the Arrangement; (e) Crosshair and Newco shall have entered into a purchase and sale agreement for Crosshair’s interest in the ordinary course of business except the transactions pursuant Properties and any conditions to the Securities Purchase Agreement entered into performance of that agreement shall have been satisfied or waived; (f) The Arrangement shall have been approved by the Company on securityholders of Crosshair at a duly called meeting of securityholders in accordance with applicable laws; (g) The interim order and the date hereof which has not final order of the Supreme Court of British Columbia in respect of the Arrangement shall each have been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class obtained and there shall not have been any change in the indebtedness set aside; (long or short termh) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company The Pubco Shares shall have been pledged duly and validly transferred to Newco as part of the Arrangement; and (i) All regulatory approvals and consents to the transactions contemplated by this Agreement shall have been obtained and be in full force and effect, including: (i) the approval of any stock exchange that the securities of any of the Parties are listed on or mortgagedto which an application for listing has been made; and (ii) any consents required from any of the parties to the Underlying Agreements. 8.2 If any condition in Section 8.1 has not been fulfilled at or before the Closing or if any such condition is or becomes impossible to satisfy, except other than as indicated a result of the failure of Newco to comply with its obligations under this Agreement, then Newco in the Offering Materials; and (v) no actionits sole discretion may, suit without limiting any rights or proceeding, remedies available to Newco at law or in equity, against either: (a) terminate this Agreement by notice to Paragon and Crosshair; or (b) waive compliance with any such condition without prejudice to its right of termination in the Company event of non-fulfillment of any other condition. 8.3 Paragon shall not be obligated to complete the transactions contemplated by this Agreement unless, at or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commissionthe Closing, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income each of the Companyconditions listed below in this section 8.3 has been satisfied, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect it being understood that the said conditions set forth in subparagraph are included for the exclusive benefit of Paragon: (Ca) above have been satisfied and that, as of the applicable closing, the The representations and warranties of the Company set forth herein are Crosshair and Newco in this Agreement shall be true and correct.correct in all material respects at the Closing; E. The Placement Agent (b) Newco and Crosshair shall have performed and complied in all material respects with the terms and conditions in this Agreement on each of its part to be performed or complied with at or before the Closing and shall have executed and delivered or caused to have been executed and delivered to Paragon at the Closing all the documents contemplated in sections 7.3 and 7.4 and elsewhere in this Agreement; (c) During the Interim Period, there shall have been no obligation to insure that (x) Order made or any check, note, draft Legal Proceedings commenced or other means of payment threatened for the Common Stock will be honoredpurpose of enjoining, paid preventing or enforceable against restraining the Investor completion of the transactions contemplated by this Agreement or the Arrangement; (d) Crosshair and Newco shall have entered into a purchase and sale agreement for Crosshair’s interest in accordance with its terms, or (y) subject the Properties and any conditions to the performance of that agreement shall have been satisfied or waived; (e) The Arrangement shall have been approved by the Placement Agent's obligations securityholders of Crosshair at a duly called meeting of securityholders in accordance with applicable laws; (f) The interim order and the accuracy final order of the Placement Agent's Supreme Court of British Columbia in respect of the Arrangement shall each have been obtained and shall not have been set aside; (g) All regulatory approvals and consents to the transactions contemplated by this Agreement shall have been obtained and be in full force and effect, including the approval of any stock exchange that the securities of any of the Parties are listed on or to which an application for listing has been made; (h) The Pubco Shares shall have been duly and validly transferred to Newco as part of the Arrangement; (i) The Financing and Secondary Offering as outlined in section 5, shall have been completed on terms reasonably acceptable to Paragon; (j) Paragon shall have been satisfied, acting reasonably, with the results of its due diligence investigation of Newco, including satisfaction with the tax implications of the Arrangement and the sale of its legal and beneficial interest in the Properties to Newco; and (k) The Consideration Shares to be issued to Paragon shall not represent less than the percentage amounts set out at subsection 6.2 (a), (b), or (c). 8.4 If any condition in section 8.3 shall not have been fulfilled at or before the Closing or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of Paragon to comply with its obligations under this Agreement, then Paragon in its sole discretion may, without limiting any rights or remedies available to Paragon at law or in equity, either: (a) terminate this Agreement by notice to Newco and Crosshair; or (b) waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfillment of any other condition. 8.5 Crosshair shall not be obligated to complete the transactions contemplated by this Agreement unless, at or before the Closing, each of the conditions listed below in this section 8.5 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of Crosshair: (a) The representations and warranties hereunderof Newco and Paragon in this Agreement shall be true and correct in all material respects at the Closing; (b) Newco and Paragon shall have performed and complied in all material respects with the terms and conditions in this Agreement on each of its part to be performed or complied with at or before the Closing and shall have executed and delivered or caused to have been executed and delivered to Crosshair at the Closing all the documents contemplated in sections 7.2 and 7.4 and elsewhere in this Agreement; (c) During the Interim Period, (1) there shall have been no Order made or any Legal Proceedings commenced or threatened for the Offering is exempt from purpose of enjoining, preventing or restraining the registration requirements completion of the 1933 Act transactions contemplated by this Agreement or the Arrangement; (d) Crosshair and Newco shall have entered into a purchase and sale agreement for Crosshair’s interest in the Properties and any conditions to the performance of that agreement shall have been satisfied or waived; (e) The Arrangement shall have been approved by the securityholders of Crosshair at a duly called meeting of securityholders in accordance with applicable state "Blue Sky" laws; (f) The interim order and the final order of the Supreme Court of British Columbia in respect of the Arrangement shall each have been obtained and shall not have been set aside; (g) The Financing shall have been completed on terms reasonably acceptable to Crosshair; and (h) All regulatory approvals and consents to the transactions contemplated by this Agreement shall have been obtained and be in full force and effect, including the approval of any stock exchange that the securities of any of the Parties are listed on or to which an application for listing has been made. 8.6 If any condition in section 8.5 shall not have been fulfilled at or before the Closing or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of Crosshair to comply with its obligations under this Agreement, then Crosshair in its sole discretion may, without limiting any rights or remedies available to Crosshair at law or in equity, either: (2a) terminate this Agreement by notice to Newco and Paragon; or (b) waive compliance with any such condition without prejudice to its right of termination in the Investor is an Accredited Investorevent of non-fulfillment of any other condition.

Conditions of Closing. 9.1 The Closing shall be held at the offices purchase and sale of the Investor or its counsel. The obligations of Purchased Securities and the Placement Agent hereunder shall Closing will be conditional upon and subject to the continuing accuracy following conditions being fulfilled at or prior to the Time of Closing, which conditions the Corporation covenants to exercise its reasonable best efforts to have fulfilled at or prior to the Time of Closing and which conditions in paragraphs (c), (d), (e) and (f) may be waived in writing in whole or in part by the Underwriters: (a) the Corporation will have made or obtained the necessary filings, approvals, consents and acceptances of the appropriate Securities Commissions and the Exchange required to be made or obtained by the Corporation prior to the Time of Closing in order to complete the Offering as herein contemplated, it being understood that the Underwriters shall do all that is required, acting reasonably, to assist the Corporation to fulfill this condition; (b) the directors of the Corporation shall have authorized and approved this agreement, the issuance of the Purchased Securities, and all matters relating thereto, it being hereby represented by the Corporation that such authorization and approval will be obtained prior to the Time of Closing; (c) it shall be the case that, and the Corporation will deliver to the Underwriters a certificate and covenant of the Corporation and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such officers of the Corporation as may be acceptable to the Underwriters) addressed to the Underwriters and dated the Closing Date in form satisfactory to their counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, certifying that: (i) except as otherwise publicly disclosed, the Prospectus is true and correct in all material respects and contain no misrepresentation; (ii) except as otherwise publicly disclosed, no material adverse change in the assets, liabilities, financial position or business of the Corporation has occurred and no transaction out of the ordinary course of business and of a nature material to the Corporation has been entered into or is pending since the date of the Prospectus Supplement; (iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Purchased Securities or the trading of any of the Corporation’s issued securities has been issued and, to the best knowledge, information and belief of the persons signing such certificate, no proceedings for such purpose are pending, contemplated or threatened; (iv) the Corporation is a “reporting issuer” not in default of any requirement under Applicable Securities Laws, is eligible in accordance with the provisions of NI 44-101 and NI 44-102 to file a short form base shelf prospectus with the Securities Commissions at the respective times of filing and there is no material change in the affairs of the Corporation which presently requires disclosure under the Securities Act (Ontario), and other securities laws to which the Corporation is subject, which has not been so disclosed and no such disclosure has been made on a confidential basis; (v) it has complied with all covenants, terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Time of Closing; (vi) each of its representations and warranties of the Company contained herein are true and the Investor herein correct as of the date hereof Time of Closing; and (vii) such other matters of a factual nature as the Underwriters and as of the Underwriters’ counsel may request, acting reasonably. (d) the Corporation will have caused favorable legal opinions to be delivered by its counsel, Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, dated the Closing Date of Closing (addressed to the "Closing Date") Underwriters and its counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, with respect to the Company or the Investor, those matters identified in Schedule “C” hereto and as to such other matters as the case Underwriters may bereasonably request, as if it had been made on and as of such Closing Date; acceptable to the accuracy on and as Underwriters’ counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, acting reasonably; (e) in the event of the Closing Date sale of Purchased Securities in the statements United States or to or for the account or benefit of a U.S. person (within the officers meaning of the Company made Regulation S) pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementSchedule “D” hereto, the Investor and Underwriters shall have received an opinion from the Placement Agent shall receive the opinion of Counsel to the CompanyCorporation’s United States counsel, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the InvestorCorporation, the Underwriters and their respective counsel and the Placement Agent. B. At or prior addressed to the Closing, the Investor Corporation and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any each of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable ClosingUnderwriters, to the effect that no registration under the conditions set forth 1933 Act is required in subparagraph (C) above have been satisfied connection with the offer, sale and that, as delivery to the Underwriters of the applicable closingPurchased Securities, and the initial resale by the Underwriters of the Purchased Securities to Qualified Institutional Buyers in the United States or to or for the account or benefit of a U.S. person (within the meaning of Regulation S) in the manner contemplated by this Agreement and the Private Placement Memorandum. In providing such opinion, such counsel shall be entitled to assume (i) that the representations and warranties of the Company Corporation and the Underwriters set forth herein in this Agreement are true and correct., (ii) compliance by the Corporation and the Underwriters with their respective obligations under this Agreement, and (iii) rely upon certificates of the Underwriters to be delivered pursuant to Schedule “D” hereto; E. The Placement Agent (f) the Corporation will deliver to the Underwriters a favourable legal opinion from its in-house or external legal counsel addressed to the Underwriters and their counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, and dated the Closing Date in form satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP that each of Liberty Utilities (Canada) Corp., Liberty Utilities Co., Liberty Utilities (Sub) Corp., Liberty Utilities (Peach State Natural Gas) Corp., Algonquin Holdco Inc., Algonquin Power Fund (Canada) Inc., Algonquin Power Fund (America) Inc., Algonquin Power Co., Algonquin Power Trust, Algonquin Power Operating Trust, the U.S. Wind Portfolio Entities, the ▇▇▇▇▇ Entities, Liberty Utilities (Pipeline & Transmission) Corp. and Algonquin SKIC 10 Solar, LLC; (collectively, the “Algonquin Entities”), subject to any recording of a pledge thereof pursuant to the security relating to the senior credit facility of Algonquin Power Co., each of the parties identified in the Prospectus as holding title to the Algonquin Securities of the Algonquin Entities at the Time of Closing is, in the case of Algonquin Securities which are shares, shown in the shareholders’ register of such company as the registered holder thereof, and, in the case of the Algonquin Securities which are unitholder interests in a trust, shown in the trusts’ register of such trust as the registered unitholder thereof; (g) the Corporation will deliver to the Underwriters a letter dated the Closing Date in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from each of Ernst & Young LLP and KPMG LLP, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 4.1(f) with such changes as may be necessary to bring information in such letter forward to a date not more than two (2) Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably; (h) that the Purchased Securities shall have no obligation to insure that (x) any check, note, draft or other means of payment been conditionally approved for listing and posting for trading on the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) Exchange subject to the performance satisfaction by the Corporation of the Placement Agent's obligations filing and other requirements of such Exchange; and (i) the accuracy Corporation shall have delivered the definitive certificate or certificates, as the case may be, representing the Purchased Securities specified in Article 10 hereof. 9.2 The Corporation agrees that the aforesaid legal opinions and certificates to be delivered at the Time of Closing will also be addressed to Purchasers. 9.3 In addition to the foregoing, the Corporation shall provide such other documents, certificates and opinions in connection with the filing of the Placement Agent's representations and warranties hereunderProspectus, (1) as the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorUnderwriters may reasonably require.

Conditions of Closing. The Each Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy following conditions (it being understood that the Agents may waive in whole or in part or extend the time for compliance with any of such terms and conditions without prejudice to its rights in respect of any other of the following terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on the Agents any such waiver or extension must be in writing): (a) the Agents shall have received, at the applicable Closing Time, certificates or evidence of registration representing, in the aggregate, the Units in the name of CDS or its nominee or in such other name(s) as Clarus, on behalf of the Agents, shall have directed; (b) the Agents shall have received a legal opinion addressed to the Agents, their counsel and the Purchasers dated and delivered the Closing Date from the Corporation’s Canadian counsel, ▇▇▇▇▇▇ Law LLP, and from local counsel (only in respect of matters governed by laws of the Selling Provinces where the Corporation’s Canadian counsel is not qualified to practice), in each case in form and substance satisfactory to the Agents and their counsel, acting reasonably, with respect to the following matters, subject to such reasonable assumptions and qualifications customary with respect to transactions of this nature as may be accepted by Agents’ counsel: (i) the Corporation is a corporation existing under the BC Act; (ii) the Corporation has the corporate power and capacity (A) to execute, deliver and perform its obligations under the Transaction Documents, as applicable, (B) to create, issue and sell the Unit Shares, (C) to create and issue the Warrants, (D) to create and issue the Broker Warrants, (E) to issue the Warrant Shares upon due exercise of the Warrants in accordance with the Warrant Indenture, and (vi) to issue the Broker Warrant Shares upon due exercise of the Broker Warrants in accordance with the Broker Warrant Certificates; (iii) all necessary corporate action has been taken by the Corporation (A) to execute, deliver and perform its obligations under each of the Transaction Documents, (B) to issue and sell the Unit Shares, (C) to create and issue the Warrants; (D) to create and issue the Broker Warrants, (E) to issue the Warrant Shares upon due exercise of the Warrants in accordance with the Warrant Indenture, and (F) to issue the Broker Warrant Shares upon due exercise of the Broker Warrants in accordance with the Broker Warrant Certificate; (iv) each of the Transaction Documents have been duly executed and delivered by the Corporation and each of the Transaction Documents constitutes a legal, valid and binding obligation of the Corporation enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, arrangement, winding up, fraudulent preference and conveyance, assignment and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in the Transaction Documents may be limited by applicable laws; (v) the execution and delivery of the Transaction Documents and the performance by the Corporation of the terms of the Transaction Documents and the sale, issue and delivery (as applicable) of the Units, the Unit Shares, the Warrants, the Broker Warrants and the Broker Warrant Shares in accordance with their respective terms do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with: (i) the constating documents of the Corporation; (ii) the BC Act; and (iii) corporate laws of general application to the extent applicable to the Corporation; (vi) the Unit Shares will be validly issued as fully paid and non-assessable Common Shares upon receipt by the Corporation of full payment therefor; (vii) the creation and issuance of the Warrants have been duly approved and adopted by the board of directors of the Corporation and, upon their issuance in accordance with the terms of this Agreement and the Warrant Indenture, the Warrants be validly issued and outstanding, and the Warrant Indenture has been duly approved and adopted by the board of directors of the Corporation and complies in all material respects with the constating documents of the Corporation; (viii) the Warrant Shares have been validly authorized and reserved for issuance, and upon due exercise of the Warrants in accordance with the provisions of the Warrant Indenture and the payment of the Exercise Price therefor, the Warrant Shares will be validly issued and fully paid and non-assessable Common Shares; (ix) the creation and issuance of the Broker Warrants have been duly approved and adopted by the board of directors of the Corporation and, upon their issuance in accordance with the terms of this Agreement and the Broker Warrant Certificates, such the Broker Warrants be validly issued and outstanding, and the form of Broker Warrant Certificate has been duly approved and adopted by the board of directors of the Corporation and complies in all material respects with the constating documents of the Corporation; (x) the Broker Warrant Shares have been validly authorized and reserved for issuance, and upon due exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificate and the payment of the exercise price therefore, the Broker Warrant Shares will be validly issued and fully paid and non-assessable Common Shares; (xi) the offering, sale and issuance of the Units through the Agents to the Purchasers resident in the Selling Provinces and the issuance of the Broker Warrants to the Agents, in accordance with the terms of this Agreement, are each exempt from the prospectus requirements of Canadian Securities Laws, and the only filings, proceedings, approvals, permits, consent or authorization required to be made, taken or obtained under Canadian Securities Laws in the Selling Provinces are the filing by the Corporation with the applicable provincial Securities Regulators of a report in Form 45-106F1, as prescribed by NI 45-106, together with the requisite filing fees; (xii) the issuance of the Warrant Shares and the Broker Warrant Shares upon due exercise of the Warrants and the Broker Warrants, as applicable, in accordance with their terms is or will be exempt from the prospectus requirements of Canadian Securities Laws and no prospectus is required nor are any other documents, proceedings or approvals, permits, consents or authorizations of regulatory authorities required to be filed, taken or obtained (other than those which have been filed, taken or obtained) under Canadian Securities Laws to permit such issuance by the Corporation; (xiii) the first trade of the Units and the Warrant Shares, is exempt from the prospectus requirements of applicable Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Corporation under applicable Canadian Securities Laws to permit such trade by the Purchasers through registrants registered under Canadian Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that at the time of such trade: (1) the Corporation is and has been a “reporting issuer”, as defined in Canadian Securities Laws, in a province or territory of Canada for at least the four months immediately preceding the trade; (2) at least four months have elapsed from the “distribution date” (as such term is defined in NI 45-102) of the applicable security; (3) the certificates representing the securities that are the subject of the trade were issued with a legend stating the prescribed restricted period in accordance with Section 2.5(2)3.1(i) of NI 45-102, or if the securities are entered into a direct registration or other electronic book entry system, or if the Purchaser did not directly receive a certificate representing the security, the Purchaser received written notice containing the legend restriction notation set out in Section 2.5(2)3(i) of NI 45-102; (4) the trade is not a “control distribution” (as defined in NI 45-102); (5) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade; (6) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (7) if the holder is an insider or officer of the Corporation at the time of the trade, the holder has no reasonable grounds to believe that the Corporation is in default of the securities legislation (as defined in NI 14-10); (xiv) the Corporation is a reporting issuer under applicable Canadian Securities Laws in the Reporting Provinces, and is not on the list of defaulting issuers maintained under such legislation; and (xv) Odyssey Trust Company has been duly appointed as registrar and transfer agent for the Common Shares and the Warrants; In connection with such opinion, counsel to the Corporation may rely on or deliver separate standalone opinions of local counsel in the Selling Provinces acceptable to counsel to the Agents, acting reasonably, as to matters governed by the laws of jurisdictions other than the province or provinces in which the Corporation’s Canadian counsel are qualified to practice and may rely, to the extent appropriate in the circumstances but only as to matters of fact, on certificates of officers of the Corporation and others; (c) if any Units are sold to Purchasers in the United States, the Agents shall have received a favourable legal opinion dated the Closing Date from Securities Law USA, special United States counsel to the Corporation, to the effect that no registration of the Units offered and sold to Purchasers in the United States will be required under the U.S. Securities Act, such opinion to be in form and substance, acceptable in all reasonable respects to the Agents and its legal counsel, it being understood that such counsel need not express its opinion with respect to any subsequent re-sale of such Units; (d) the Agents shall have received favourable legal opinions from counsel to each of Miata Netherlands B.V., and Miata Metals Suriname N.V., in form and substance acceptable to the Agents and their counsel, acting reasonably, substantially to the effect set out below: (i) such companies are in good standing in accordance with, the applicable law of their respective jurisdictions of incorporation and existing under the laws of their respective jurisdictions of incorporation; and (ii) as to the issued share capital of such companies and to the ownership thereof; (e) the Agents shall have received favourable legal opinions or title reports dated and delivered the Closing Date, to be delivered by legal counsel to the Corporation addressed to the Agents relating to title to the Sela Creek Gold Project, acceptable in all reasonable respects to the Agents and their counsel, acting reasonably; (f) the Agents shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation or any other senior officer(s) of the Corporation as may be acceptable to the Agents, in form and content satisfactory to the Agents’ counsel, acting reasonably, with respect to: (i) the articles of the Corporation; (ii) resolutions of the Corporation’s board of directors relevant to, among other things, the Offering, the issue and sale of the Units, the issue and delivery of the Broker Warrants and Broker Warrant Shares, and the authorization of the Transaction Documents and the other agreements and transactions contemplated herein; and (iii) the incumbency and signatures of signing officers of the Corporation; (g) the Agents shall have received a certificate of status dated within one Business Day of the Closing Date, in respect of each of the Corporation and Miata Holdings Inc., Miata Netherlands B.V., and Miata Metals Suriname N.V. (h) the Agents shall have received certificates or lists, issued under the Securities Laws of the Reporting Provinces stating or evidencing that the Corporation is not in default under such Securities Laws; (i) the Agents shall have received certificates dated the Closing Date addressed to the Agents and signed by the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation, or such other senior officer(s) of the Corporation as may be acceptable to the Agents, certifying for and on behalf of the Corporation and without personal liability, to the effect that: (i) the Corporation has complied in all material respects with all the covenants and satisfied in all material respects the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the applicable Closing Time; (ii) the representations and warranties of the Company Corporation contained herein are true and correct in all material respects as at the Investor herein as of applicable Closing Time with the date hereof same force and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, effect as if it had been made on and as at the applicable Closing Time after giving effect to the transactions contemplated hereby; (iii) there has been no material change relating to the Corporation and the Subsidiaries, on a consolidated basis, since the date hereof which has not been generally disclosed, except for the Offering, and with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; and (iv) such other matters as the Agents may reasonably request; (j) the Agents shall have received a certificate from the Transfer Agent as to the number of such Common Shares issued and outstanding as at the date immediately prior to the Closing Date; ; (k) the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution AgreementAgents shall have received such other certificates, the Investor and the Placement Agent shall receive the opinion of Counsel to the Companyopinions, dated as of the date thereof, which opinion shall be agreements or closing documents in form and substance reasonably satisfactory to the InvestorAgents as the Agents may reasonably request; and (l) the Corporation shall have accepted the duly and fully completed Subscription Agreements with the Purchasers and, their counsel and unless the Placement Agent. B. At Corporation reasonably believes it would be unlawful or prior contrary to applicable Securities Laws to do so, have accepted each duly executed Subscription Agreement accompanied by the required subscription funds submitted to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions Corporation as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into contemplated by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsOffering. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at following are conditions precedent to the offices obligation of the Investor or its counsel. The obligations Agent to complete the Closing and of the Placement Agent hereunder shall Purchasers to purchase the Offered Units, which conditions the Corporation hereby covenants and agrees to use commercially reasonable efforts thereof to fulfil within the time set out herein therefor, and which conditions may be subject to waived in writing in whole or in part by the continuing accuracy of Agent: (i) the representations and warranties of the Company Corporation contained in this Agreement and the Investor herein as of the date hereof Subscription Agreements will be true and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may becorrect, as if it had been made on and as of such Closing Date; the accuracy on at and as of the Closing Date of the statements of the officers of the Company made pursuant Time, except where such representation or warranty makes reference to the provisions hereof; a certain date, then such representation or warranty is true and the performance by the Company and the Investor on and correct as of such date; (ii) the Closing Date of its covenants Corporation will have complied with all covenants, and obligations hereunder satisfied all terms and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to contained in this Agreement and the Offering Materials, Subscription Agreements on its part to be complied with or in order to evidence the accuracy, completeness satisfied at or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, Closing Time; (iiii) there the Corporation shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesreceived all necessary approvals and consents, financial or otherwise, including all necessary regulatory approvals and consents (including those of the Company from Stock Exchange) required for the latest dates as completion of which such condition is the transaction contemplated by this Agreement, all in a form satisfactory to the Agent; (iv) the Stock Exchange shall have conditionally approved the listing of the Debenture Shares and Warrant Shares underlying the Offered Units and the Broker Units issuable upon exercise of the Broker Warrants, subject to the fulfillment of customary conditions; (v) the Agent shall have received the opinions, certificates and documents set forth in Section 4(a) to be delivered to the Offering MaterialsAgent; (vi) the Corporation will have entered into the Debenture Indenture and the Warrant Indenture, each in a form satisfactory to the Agent, acting reasonably; and (iivii) there shall have been no transaction, the Agent not in having previously terminated the ordinary course of business except the transactions obligations thereof pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at Lender's obligation to enter into this Amendment and the offices of the Investor or its counsel. The obligations of the Placement Agent other documents and instruments required hereunder shall be subject to the continuing accuracy satisfaction of all of (a) On the Closing Date, the representations and warranties of Borrower set forth in the Company Loan Documents shall be true and the Investor herein as of the date hereof correct in all material respects when made and at and as of the Date time of Closing the Closing. (b) The following shall have been delivered to Lender, each duly authorized, executed and acknowledged, where applicable: (i) This Amendment. (ii) A Replacement Acquisitions Revolving Note from Borrower payable to the "order of Lender in the principal amount of $25,000,000. (iii) An Amended and Restated Patent Collateral Assignment and Security Agreement. (iv) An Amended and Restated Trademark, Tradename and Service Mark ▇▇▇lateral Assignment and Security Agreement. (v) The First Amendment to the Securities Account Pledge and Security Agreement. (vi) The First Amendment to Acknowledgment of Control of Pledged Securities Account. (c) Borrower shall have performed and complied in all material respects with all agreements and conditions contained in the Loan Documents to be performed by or complied with by Borrower prior to or at the Closing, and no Event of Default or Default shall have occurred and be continuing or would occur by Borrower entering into this Amendment and each condition precedent to the effectiveness of each of the Loan Documents shall have been satisfied. (d) Lender shall have received such documents as Lender shall require to establish the proper organization and good standing of Borrower, the authority of Borrower to execute this Amendment and any other documents or instruments required hereunder, and evidence that all approvals and/or consents of, or other action by, any shareholder, governmental agency or other Person whose approval or consent is necessary or required to enable Borrower to (a) enter into and perform its obligations under the Loan Documents and (b) grant to Lender the Security Interests, have been obtained. (e) All filings of Uniform Commercial Code financing statements and other filings and actions necessary to perfect and maintain the Security Interests as first, valid and perfected security interest in the Collateral shall have been filed or taken (or such filings delivered for filing immediately following the Closing, to Lender or a third party acceptable to Lender) and confirmation thereof shall have been received by Lender. (f) Lender shall have determined to its satisfaction that, as of the Closing Date", there has been no material adverse change in the financial condition of Borrower from the financial statements dated as of September 30, 1998 and other documents submitted by Borrower to Lender prior to the Closing Date. (g) Borrower shall have paid to Lender an extension fee of $37,500, which shall be fully earned and non-refundable upon Lender's execution and delivery of this Amendment, and, when invoiced, Lender's reasonable attorneys' fees and costs incurred in connection with this Amendment. (h) Lender shall be satisfied that (a) Borrower has good and indefeasible title to all of the Collateral and (b) Borrower at all times shall be entitled to the use and quiet enjoyment of all assets necessary and desirable for the continued ownership and operation of Borrower's business, including, without limitation, the use of equipment, licenses, fixtures and warehouses. (i) Lender shall have received an opinion of counsel to the Borrower, addressed to Lender, with respect to the Company or the Investortransactions contemplated by this Amendment, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel Lender and the Placement Agentits counsel. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder to privately place the Bonds on the date of Closing shall be subject subject, except as specifically waived in writing by the Placement Agent in its sole discretion to (i) the continuing accuracy of the representations and warranties on the part of the Company and the Investor contained herein as of the date hereof and as of the Date date of Closing Closing; (the "Closing Date"ii) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date in all material respects of the statements of the officers of the Company made in any certificates or other documents furnished pursuant to the provisions hereof; , and (iii) the performance by the Company and the Investor on and as of its obligations to be performed hereunder or otherwise at or prior to the Closing Date of its covenants and obligations hereunder and to the following further additional conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. (a) At or prior to the Closing, the Investor and the Placement Agent Resolution shall have been furnished duly adopted by the Company and shall be in full force and effect and constitute the legal, valid and binding action of the Company, and the Company Documents, when executed and delivered by the parties thereto, will constitute legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium and similar terms in effect from time to time affecting the enforcement of creditors' rights, and such documentsdocuments shall not have been amended, certificates and opinions modified or supplemented except as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred have been agreed to in this Agreement and writing by the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.Placement Agent; C. (b) At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any material adverse change in the indebtedness business, properties or financial condition of the Bank, as described in the Preliminary Placement Memorandum or of the Company which in the judgment of the Placement Agent, makes it inadvisable to proceed with the offer and sale of the Bonds; (long c) The Letter of Credit shall have been delivered by the Bank; (d) At the Closing, the Preliminary Placement Memorandum shall not have been amended, modified or short termsupplemented, except as may have been agreed to in writing by the Placement Agent; (e) The Company shall not have defaulted in the performance of any of their covenants hereunder, under the Indenture or liabilities under the Company Documents; (f) The Placement Agent shall have received: (i) The Preliminary Placement Memorandum executed by the Company, including all appendices thereto; (ii) An opinion of Bond Counsel, addressed to the Placement Agent, also dated the date of Closing, covering the matters set forth in Exhibit A hereto and any other matters which may be reasonably requested by the Placement Agent, with such changes therein as are acceptable to the Placement Agent; (iii) An opinion of Counsel for the Company, dated the date of Closing and addressed to the Placement Agent, the Bank and the Trustee, covering the matters set forth in Exhibit B hereto and any other matters which may be reasonably requested by the Placement Agent, with such changes therein as are acceptable to the Company, the Placement Agent, the Bank and the Trustee; (iv) An opinion of Counsel for the Bank, dated the date of Closing and addressed to the Placement Agent, the Bank and the Trustee, covering the matters set forth in Exhibit C hereto, with such changes therein as are acceptable to the Placement Agent, the Bank, the Trustee and Bond Counsel; (v) A preference opinion of Counsel for the Bank dated the date of Closing and addressed to Moody's (herein defined), the Trustee and the Placement Agent in form satisfactory to the Placement Agent and Moody's; (vi) A certificate, dated the date of Closing and signed by an authorized officer of the Company to the effect (A) that the representations and warranties regarding the Company contained herein are true and correct in all material respects on and as of the date of Closing with the same effect as if made on the date of Closing; (B) that no event has occurred since the date of the Preliminary Placement Memorandum to render any statements therein untrue; (C) that the information contained in the Preliminary Placement Memorandum does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading; (D) that the Company has complied with all the agreements and satisfied all material conditions on their part to be performed or satisfied under this Bond Placement Agreement and the Reimbursement Agreement or otherwise at or prior to the Closing; and (E) such other matters as Bond Counsel and the Placement Agent may reasonably request; (vii) A certificate, dated the date of Closing and signed by an authorized officer of the Bank to the effect that (A) the Bank is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America; (B) the Bank has full legal right, power and authority to execute and deliver the Reimbursement Agreement and the Letter of Credit and to perform its obligations thereunder; (C) the Reimbursement Agreement and the Letter of Credit have been duly authorized, executed and delivered by the Bank, are in full force and effect as to the Bank on the date of Closing, and constitute legal, valid and binding obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of Bank enforceable against the assets of the Company shall have been pledged or mortgagedBank in accordance with their respective terms, except as indicated enforcement may be limited by equitable principles, or by bankruptcy, insolvency, reorganization, moratorium and liquidation laws and other similar laws in effect from time to time affecting the enforcement of creditors' rights generally, as such laws would apply in the Offering Materialsevent of the bankruptcy, insolvency, reorganization or liquidation of, or other similar occurrence with respect to the Bank in the event of any moratorium or similar occurrence affecting the Bank; and (vD) to the Bank's knowledge, there is no action, suit suit, proceeding, inquiry or proceedinginvestigation, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commissioncourt, regulatory agency, public board or other administrative agency, domestic body pending or foreign, threatened against the Bank wherein an unfavorable decision, ruling or finding could materially would adversely affect the businesses, prospects validity or financial condition or income enforceability of the CompanyReimbursement Agreement or the Letter of Credit, except or would materially and adversely affect the ability of the Bank to perform its obligations thereunder; (E) all of the conditions precedent to the issuance of the Letter of Credit contained in the Reimbursement Agreement have been satisfied or waived by the Bank; and (F) to the best of said officer's knowledge, as of the date of issuance of the Bonds, the information contained under the heading "The Letter of Credit and the Reimbursement Agreement" and in Appendix B to the Preliminary Placement Memorandum do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (viii) A letter of ▇▇▇▇▇'▇ Investors Services, Inc. ("Moody's") stating that it has issued a rating of "Aa3/VMIG1" on the Bonds; and (xi) Such additional documents, instruments, agreements, certificates and opinions as Bond Counsel and the Placement Agent may reasonably request to evidence the accuracy of the representations and warranties and compliance with the covenants set forth herein, including the covenants as to the exemption of the offering of the Bonds from registration under the Securities Act of 1933, as amended; and (g) Between the date hereof and the date of Closing, the market price or marketability of the Bonds, at the initial offering prices set forth in the Offering Materials. D. If requested at Closing Preliminary Placement Memorandum, shall not have been materially adversely affected, in the Investor and reasonable judgment of the Placement Agent shall receive (evidenced by a certificate written notice to the Company terminating the obligation of the Company signed Placement Agent to privately place the Bonds), by an executive officer and chief financial officer, dated as reason of any of the applicable Closingfollowing: (i) Legislation enacted by or introduced in the Congress of the United States or reported out of or pending in committee or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States, or an order, ruling, regulation or official statement (final, temporary or proposed) issued or made or any other release or announcement by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the conditions set forth in subparagraph (C) above have been satisfied and thatgeneral character of the Bonds are not exempt from qualification under, or other requirements of, the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the applicable closinggeneral character of the Bonds, including any or all underlying arrangements as contemplated hereby or by the Preliminary Placement Memorandum, is or would be in violation of the federal securities laws as amended and then in effect and the regulations promulgated thereunder; or (ii) The declaration of war or engagement in major hostilities by the United States or the occurrence of any other local, national or international emergency or calamity relating to the effective operation of the government of or the financial community in the United States, or a default with respect to the debt obligations of, or the institution of proceedings under the federal bankruptcy laws by or against, any state of the United States or agency thereof, the representations and warranties City of New York, New York, or any city in the United States having a population of over 1,000,000, the effect of which on the financial markets of the United States will be such as, in the Placement Agent's judgment, makes it impracticable for the Placement Agent to place the Bonds; or (iii) The declaration of a general banking moratorium by federal New York, New Jersey or Pennsylvania authorities, or the general suspension of trading on any national securities exchange; or (iv) Any amendment to the federal, Pennsylvania or New Jersey Constitutions or action by any federal or state court, legislative body, regulatory body or other authority materially adversely affecting the validity or enforceability of the Resolution, the Bonds, the Indenture, the Reimbursement Agreement, the Letter of Credit or this Bond Placement Agreement, or the ability of the Company set forth herein are true and correct.or the Bank to meet their respective covenants under such agreements; or E. The (v) Any event occurring, or information becoming known which, in the reasonable judgment of the Placement Agent shall have no or the Company makes untrue in any material respect any statement or information contained in the Preliminary Placement Memorandum , or has the effect that the Preliminary Placement Memorandum contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Placement Agent terminates its obligation to insure that (x) place the Bonds for any checkreason permitted by this Bond Placement Agreement. This Bond Placement Agreement will terminate without liability on the part of the Company or the Placement Agent, note, draft or other means of payment except for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject provisions of Sections 6 as to the performance indemnification of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices sale of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be Units is subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. (a) The Registration Statement shall remain effective and at each Closing Time no order suspending the effectiveness thereof shall have been issued under the 1933 Act or proceeding therefor initiated or threatened by the SEC, and the NFA shall have accepted the Prospectus as a Disclosure Document pursuant to CFTC Regulations and NFA Rules without a finding of further deficiencies. (b) Upon request, the General Partner shall deliver a certificate to the effect that: (i) no order suspending the effectiveness of a registration statement covering the Standby Equity Distribution AgreementRegistration Statement has been issued and no proceedings therefor have been instituted or to the best of its knowledge upon due and diligent inquiry threatened by the SEC, the Investor CFTC or other regulatory or self-regulatory body; (ii) the representations and the Placement Agent shall receive the opinion of Counsel to the Company, dated as warranties of the date thereof, General Partner contained herein are true and correct with the same effect as though expressly made at such Closing Time and in respect of the Registration Statement as in effect at such Closing Time; and (iii) the General Partner has performed all covenants and agreements herein contained which opinion shall are required to be in form and substance reasonably satisfactory to the Investor, performed on their counsel and the Placement Agent. B. At part at or prior to such Closing Time. (c) Executed copies of the ClosingLimited Partnership Agreement, the Investor any Additional Selling Agent Agreements and the Placement Agent this Agreement shall be delivered to all parties. (d) The parties hereto shall have been furnished with such additional information, opinions and documents, including supporting documents relating to parties described in the Prospectus and certificates signed by such parties with regard to information relating to them and opinions included in the Prospectus as it they may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement sale of the Units as herein contemplated and the Offering Materialsrelated proceedings, or in order to evidence the accuracy, accuracy or completeness or satisfaction of any of the representations, representations or warranties or the fulfillment of any of the conditions herein contained. C. At ; and prior all actions taken by the parties hereto in connection with the sale of the Units as herein contemplated shall be reasonably satisfactory in form and substance to ▇▇▇▇▇▇ & Bird LLP, counsel for the General Partner and to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in counsel for the condition or prospects or the business activities, financial or otherwise, Selling Agent. If any of the Company from the latest dates as of which such condition is set forth conditions specified in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there this Section 7 shall not have been fulfilled when and as required by this Agreement to be fulfilled prior to a Closing Time, this Agreement and all obligations hereunder may be cancelled by any change party hereto by notifying the other parties hereto of such cancellation in the indebtedness (long writing or short term) by fax at any time at or liabilities prior to such Closing Time, and any such cancellation or obligations termination shall be without liability of the Company (contingent or otherwise) any party to any other party other than in respect of Units already sold and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated otherwise provided in the Offering Materials; Sections 6 and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any 8 of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materialsthis Agreement. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at Purchaser acknowledges that the offices Company’s obligation to issue and sell the Units to the Purchaser is subject to, among other things, the following conditions: (a) the Purchaser or Beneficial Purchaser, if any, executing and returning to the Agent, in accordance with Section 4 hereof, all documents required by the Securities Laws for delivery on behalf of the Investor Purchaser or its counsel. The obligations Beneficial Purchaser, if any, including, without limitation, the applicable documents set out in Section 4 hereof, by no later than the time specified on page 2 hereof; (b) the fulfilment at or before the Closing Time of each of the Placement conditions of the Closing set out in this Subscription Agreement except those conditions that are waived by the Purchaser or the Agent hereunder shall on behalf of the Purchaser (in accordance with section 5); (c) the Company having obtained all required regulatory and corporate approvals, and all requisite third-party consents, to permit the completion of the transactions contemplated hereby; (d) no action or proceeding will be pending or threatened by any person, company, firm, Governmental Authority, regulatory body or agency to enjoin or prohibit the completion of the Offering or the transactions contemplated hereby; (e) the Company having filed or cause to be filed with the CSE all necessary documents and taken or cause to be taken all necessary steps to ensure that the Company has obtained all necessary approvals for the Conversion Shares to be listed on the CSE subject only to the continuing accuracy satisfaction by the Company of such customary and standard post-closing conditions imposed by the CSE in similar circumstances; (f) the Company accepting this Subscription Agreement; (g) the offer, issue, sale and delivery of the Units being exempt from the requirements to file a prospectus or deliver an offering memorandum (as defined in applicable Securities Laws, including Ontario Securities Commission Rule 14-501 - Definitions) or any similar document under applicable Securities Laws relating to the issue, sale and delivery of the Units, or the Company having received such orders, consents or approvals as may be required to permit such issue, sale and delivery of the Units without the requirement of filing a prospectus or delivering an offering memorandum or any similar document; (h) the representations and warranties of the Company being true and the Investor herein correct as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of at the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereofTime; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:and A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are Purchaser being true and correct. E. correct as at the Closing Time. The Placement Agent shall have no obligation to insure Purchaser and each Beneficial Purchaser, if any, acknowledges and agrees that (x) any check, note, draft or other means of payment for the Common Stock Company will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject required to provide to the performance Securities Commissions a list setting out the identities of the Placement Agent's obligations and the accuracy Beneficial Purchasers of the Placement Agent's representations Units. Notwithstanding that the Purchaser may be purchasing Units as an agent on behalf of an undisclosed principal (if permissible under the relevant Securities Laws), the Purchaser agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Company or the Agent in order to comply with the foregoing and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited InvestorSecurities Laws.

Conditions of Closing. The purchase of, and payment for, the Units on the Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein Placement Agent as of the date hereof and as of the Date of Closing (the "Closing Date") with respect Closing, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as Placement Agent of the Closing Date of its covenants and their respective obligations hereunder hereunder, and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent (a) Each party’s obligations as provided herein shall receive the opinion of Counsel be subject to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any accuracy of the representations, warranties or conditions and covenants of the other party herein contained. C. At contained as of the date hereof and prior to as of the Closing, and to the performance by the other party of its obligations hereunder to be performed. (ib) there The Closing shall have been no material adverse change nor development involving a prospective change be subject to the Company's acceptance of subscriptions in such amount as mutually determined by the condition or prospects or Company and the business activitiesPlacement Agent, financial or otherwise, and subject to the Placement Agent’s and the Company’s approval of such subscriptions. (c) The Closing shall be subject to the satisfaction of the Company from the latest dates as of which such condition is conditions set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement to be entered into by between the Company on and each purchaser of Units (the date hereof which has not been disclosed in “Securities Purchase Agreement”). (d) At the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering MaterialsClosing, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver shall: (i) deliver, or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those cause to be issued as provided delivered, to Placement Agent, in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class each case in form and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the substance satisfactory to Placement Agent shall receive a certificate of the Company signed by an executive officer the Chief Executive Officer and chief financial officer, dated as of the applicable Closing, to the effect Chief Financial Officer thereof certifying (1) that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein contained in this Agreement are true and correctaccurate in all material respects as of the Closing, except to the extent of any representations and warranties were made expressly as of any other date, in which case such representations and warranties were true and correct in all material respect as of such other date; and (2) that the representations and warranties of the Company contained in the Securities Purchase Agreement entered into with a prospective purchaser of the Units are true and correct in all material respects as of the date of such certificate, except to the extent any such representation or warranty was expressly made as of any other date, in which case such representation and warranty was true and correct in all material respects as of such other date; and at the Closing. E. The Placement Agent shall have no obligation (ii) Accept subscriptions of qualifying potential purchasers that the Company reasonably believes to insure that (x) any checkbe accredited investors under Regulation D and the State Acts, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or the Memorandum. (yiii) subject Issue and deliver the shares of Common Stock and the Warrants with respect to the performance of Units to subscribers as described in the Memorandum. (iv) Issue and deliver the Agent Warrants to the Placement Agent as provided hereunder. (e) At the Closing, if any, the Placement Agent shall: (i) Deliver to the Company all subscription documents that the Company agrees are acceptable. (ii) Receive from the Company or give assignment instructions for all compensation, including Agent Warrants, payable to the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date data hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on an and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor investor and the Placement Agent shall receive the opinion of or Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change Change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not net have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent continent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in its the Offering Materials. D. If requested at Closing the Investor investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of or the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are art true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 6.1 The Closing shall be held at the offices following are conditions of the Investor or its counsel. The Agent's obligations to close the sale of the Offered Securities by the Company as contemplated hereby, which conditions the Company covenants to exercise its best efforts to have fulfilled on or prior to the Closing Date, which conditions may be waived in writing in whole or in part by the Agent: (a) the Company will have made and/or obtained the necessary filings, approvals, consents and acceptances to or from, as the case may be, the Securities Commissions and the Exchange required to be made or obtained by the Company in connection with the Offering, on terms which are acceptable to the Company and the Agent, acting reasonably, prior to the Closing Date, it being understood that the Agent will do all that is reasonably required to assist the Company to fulfil this condition; (b) the Company shall have delivered to the Agent without charge and in such numbers as the Agent may reasonably request, at such time as may be agreed upon by the Company and the Agent, in such Canadian cities as the Agent may reasonably request, the reasonable requirements of conformed commercial copies of the Preliminary Prospectus in the English language; (c) the Company shall have delivered to the Agent without charge and in such numbers as the Agent may reasonably request, within 24 hours of the issuance of the MRRS decision document or receipt for the Final Prospectus by each of the Qualifying Provinces, or such later time as may be agreed upon by the Company and the Agent, in such Canadian cities as the Agent, may reasonably request, the reasonable requirements of conformed commercial copies of the Final Prospectus, Final U.S. Placement Agent hereunder shall be Memorandum and any Supplemental Material, if applicable, in the English language; (d) the Common Shares, Unit Shares, Warrants, Warrant Shares, Compensation Option Shares and Compensation Option Warrant Shares will have been accepted for listing by the Exchange, subject to the continuing accuracy usual conditions, and will, on the date of issuance of such securities be accepted for trading on the Exchange; (e) the Company’s board of directors will have authorized and approved this Agreement, the Warrant Indenture, the Escrow Agreement, the Compensation Option Certificates, the sale and issuance of the Unit Shares and Warrants comprising the Units, the Compensation Options, the sale and issuance of the Compensation Option Shares and Compensation Option Warrants upon due exercise of the Compensation Options, and the Warrant Shares and Compensation Option Warrant Shares upon due exercise of the Warrants and Compensation Option Warrants, respectively, and all matters relating to the foregoing; (f) the Company will deliver a certificate of the Company and signed on behalf of the Company, but without personal liability, by the Chief Executive Officer of the Company and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Agent, acting reasonably, addressed to the Agent and dated the Closing Date, in form and content satisfactory to the Agent, acting reasonably, certifying that; (i) no order (i) ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Offered Securities or any of the Company's issued securities has been issued, (ii) preventing or suspending the use of the Offering Documents or (iii) preventing the distribution of the Units in any Selling Jurisdiction and, in each case, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened, and the Company is not in default of any requirement of Applicable Securities Laws or the applicable securities laws of any other Selling Jurisdiction that would have a Material Adverse Effect on the transactions contemplated by this Agreement or the offering of the Units; (ii) there has been no adverse material change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company and the Material Subsidiaries on a consolidated basis since the date hereof; (iii) since the date hereof no material change relating to the Company and the Material Subsidiaries on a consolidated basis, except for the Offering, has occurred with respect to which the requisite material change statement or report has not been filed and no such disclosure has been made on a confidential basis; (iv) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Investor herein Time of Closing, with the same force and effect as of if made by the date hereof and Company as of at the Date Time of Closing after giving effect to the transactions contemplated hereby; and (v) the "Closing Date"Company has complied with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied, other than conditions which have been waived by the Agent, at or prior to the Time of Closing. (g) the Company will have caused a favourable legal opinion to be delivered by its legal counsel addressed to the Agent, in form and substance satisfactory to the Agent acting reasonably and in giving such opinion, counsel to the Company shall be entitled to rely, to the extent appropriate in the circumstances, upon local counsel or to arrange, to the extent appropriate, for separate opinions of local counsel and shall be entitled as to matters of fact to rely upon a certificate of fact from responsible persons in a position to have knowledge of such facts and their accuracy with respect to the following matters: (i) the Company or is a corporation existing under the InvestorCanada Business Corporations Act, and has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its property and assets and to execute, deliver and perform its obligations under this Agreement, the case may beWarrant Indenture, as if it had the Escrow Agreement and the Compensation Option Certificates; (ii) the Company is authorized to issue an unlimited number of Common Shares; (iii) the Company has all necessary corporate power, authority and capacity: (i) to execute and deliver this Agreement, the Warrant Indenture, the Escrow Agreement and the Compensation Option Certificates and perform its obligations hereunder and thereunder; and (ii) to create, issue and sell the Offered Securities and the Compensation Options (and all securities issuable thereunder) and all matters relating to the foregoing; (iv) all necessary corporate action has been made on taken by the Company to authorize the execution and as delivery of such Closing Date; the accuracy on and as each of the Closing Date Preliminary Prospectus, the Final Prospectus, the Final U.S. Placement Memorandum and the filing thereof with the Securities Commissions or other securities regulatory authorities as applicable; (v) upon the payment therefor and the issue thereof, the Common Shares will have been validly issued as fully paid and non-assessable shares in the capital of the statements Company; (vi) the Warrants and the Compensation Options have been duly and validly created and issued; (vii) the Warrant Shares, the Compensation Option Warrants, the Compensation Option Shares and the Compensation Option Warrant Shares have been reserved and authorized and allotted for issuance and upon the payment therefor and the issue thereof upon exercise of the officers Warrants, the Compensation Options and Compensation Option Warrants respectively, the Warrant Shares, Compensation Option Shares and Compensation Option Warrant Shares will have been validly issued as fully paid and non-assessable shares in the capital of the Company; (viii) all necessary corporate action has been taken by the Company to authorize the execution and delivery of this Agreement, the Warrant Indenture, the Escrow Agreement and the Compensation Option Certificates, and the performance of its obligations hereunder and thereunder and this Agreement, the Warrant Indenture, the Escrow Agreement and the Compensation Option Certificates have been executed and delivered by the Company and constitute legal, valid and binding obligations of the Company made pursuant enforceable against it in accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the rights of creditors generally and subject to such other standard assumptions and qualifications including the qualifications that equitable remedies may be granted in the discretion of a court of competent jurisdiction and that enforcement of rights to indemnity, contribution and waiver of contribution set out in this Agreement may be limited by applicable law and that enforceability is subject to the provisions hereof; of the Limitations Act, 2002 (Ontario); (ix) the rights, privileges, restrictions and conditions attaching to the Offered Securities and the performance Compensation Options (and all securities issuable thereunder) are accurately summarized in all material respects in the Final Prospectus; (x) all necessary documents have been filed, all requisite proceedings have been taken and all approvals, permits and consents of the appropriate regulatory authority in each Qualifying Provinces have been obtained by the Company to qualify the distribution of the Unit Shares and Warrants comprising the Units, the Over-Allotment Option and the Compensation Options in each of the Qualifying Provinces through persons who are registered under applicable legislation and who have complied with the relevant provisions of such applicable legislation; (xi) the issue by the Company of the Warrant Shares upon due exercise of the Warrants, the Compensation Option Shares and Compensation Option Warrants upon due exercise of the Compensation Options, and the Compensation Option Warrant Shares upon due exercise of the Compensation Option Warrants, is exempt from, or is not subject to, the prospectus requirements of the Applicable Securities Laws and no prospectus or other documents are required to be filed, proceedings taken, or approvals, permits, consents or authorizations obtained under Applicable Securities Laws; (xii) the first trade in, or resale of, as applicable, the Warrant Shares, the Compensation Option Shares, the Compensation Option Warrants and the Compensation Option Warrant Shares is exempt from, or is not subject to, the prospectus requirements of the Applicable Securities Laws and no filing, proceeding or approval will need to be made, taken or obtained under such laws in connection with any such trade, provided that the trade is not a “control distribution” (as defined in Multilateral Instrument 45- 102 – Resale of Securities) and the Company is a reporting issuer at the time of the trade (xiii) the Offered Securities will be qualified investments under the Income Tax Act (Canada) and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans and registered education savings plans; (xiv) subject only to the standard listing conditions, the Common Shares and the Unit Shares, Warrant Shares, Compensation Option Shares and Compensation Option Warrant Shares have been conditionally listed on the Exchange; (xv) the form and terms of the certificates representing the Common Shares have been approved by the directors of the Company and comply in all material respects with the rules and by-laws of the Exchange; (xvi) the execution and delivery of this Agreement, the Warrant Indenture, the Escrow Agreement and the Compensation Option Certificate, the fulfillment of the terms hereof and thereof by the Company and the Investor on issuance, sale and as delivery of the Closing Date Offered Securities to be issued, delivered and sold by the Company to the Purchasers and the issuance and delivery of the Compensation Options to the Agent at the Time of Closing, and the issuance, sale and delivery of the Compensation Option Shares and Compensation Option Warrants upon the due exercise of the Compensation Options, and the issuance, sale and delivery of the Compensation Option Warrant Shares upon due exercise of the Compensation Option Warrants, do not and will not result in a breach of or default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or default under, and do not and will not conflict with any of the terms, conditions or provisions of the constating documents of the Company or the resolutions of the shareholders or directors of the Company or Applicable Securities Laws; and (xvii) CST Trust Company at its covenants principal transfer office in the City of Toronto, Ontario has been duly appointed as the registrar and obligations hereunder transfer agent for the Common Shares; Company's counsel shall also provide the following confirmations within their legal opinion to be delivered pursuant to subsection 5.1(g) above: (xviii) that the Company is a "reporting issuer", or its equivalent, in each of the Qualifying Provinces where such concept exists and it is not listed as in default of any requirement of the Applicable Securities Laws in any of the Qualifying Provinces; and (xix) as to the issued and outstanding Common Shares of the Company; (h) the Agent is satisfied, in its sole discretion, with the due diligence review of the Company and the Material Subsidiaries and their respective business operations, performed by itself and its representatives; (i) the Company will have caused a favourable legal opinion to be delivered by local counsel in the jurisdiction of incorporation of each of the Material Subsidiaries addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, and with respect to the following further conditionsmatters: A. Upon (i) the effectiveness incorporation and existence of each Material Subsidiary under the laws of its jurisdiction of incorporation; (ii) as to the registered holder of the issued and outstanding shares of each Material Subsidiary; and (iii) that each Material Subsidiary has all requisite corporate power and capacity under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and own its properties and assets. (j) the Company will have caused ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Toronto LLP to deliver an update of its letter referred to in Section 7.1 below; (k) the Company will cause the Transfer Agent to deliver a registration statement covering certificate as to the Standby Equity Distribution Agreementissued and outstanding Common Shares of the Company; (l) The Company will have duly executed and delivered the Escrow Agreement and Warrant Indenture; (m) the Company will deliver certificates representing the Unit Shares and Warrants comprising the Units (or electronic delivery thereof) and the Compensation Option Certificates, registered as the Agent may direct, which certificates will be delivered in Toronto, Ontario; (n) the Company will deliver such further certificates and other documentation as may be contemplated in this Agreement or as the Agent or its counsel may reasonably require; (o) there not having occurred, prior to the Time of Closing, any material adverse change (actual, anticipated, contemplated or, to the knowledge of the Company, threatened, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company; and (p) if any Units are sold in the United States, the Investor and the Placement Agent shall receive have received at the Closing Time an opinion of Counsel U.S. counsel to the Company, dated as of the date thereofSzaferman ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Blader LLP, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that in connection with the offer, sale and delivery of the Units, no registration of the Unit Shares, Warrants or Warrant Shares is required under the U.S. Securities Act. 6.2 The following are conditions set forth of the Agent's obligations to close the purchase of the Additional Units and/or Additional Warrants from the Company as contemplated hereby, which conditions the Company covenants to exercise its reasonable best efforts to have fulfilled on or prior to the applicable Closing Date, which conditions may be waived in subparagraph writing in whole or in part by the Agent: (Ca) above the Unit Shares and/or Warrant Shares, as applicable, will have been satisfied and thataccepted for listing by the Exchange, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance usual conditions, and will, at the opening of trading on the Placement Agent's obligations and Exchange on the accuracy of applicable Closing Date, be accepted for trading on the Placement Agent's representations and warranties hereunder, Exchange; (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.b

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's ’s obligations and the accuracy of the Placement Agent's ’s representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "“Blue Sky" ” law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "“Closing Date"”) with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "“Blue Sky" ” law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held in Favour of DMSL (a) at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy Closing Time: (i) each of the representations and warranties of the Company Purchaser and MLA contained in this Agreement and the Investor herein Closing Documents shall be true, complete and accurate in all material respects as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been when made on and as of such Closing Date; the accuracy on at and as of the Closing Date of the statements of the officers of the Company Time as though such representations and warranties were made pursuant to the provisions hereof; and the performance by the Company and the Investor on at and as of the Closing Date Time; (ii) all obligations, agreements and covenants of its covenants the Purchaser and obligations hereunder and MLA to be completed prior to the following further conditions:Closing Time shall have been performed or completed by the Purchaser and MLA; and A. Upon (iii) there shall not be pending any Legal Proceeding against any of the effectiveness of a registration statement covering the Standby Equity Distribution AgreementVendors, the Investor Purchaser or MLA brought by any Governmental Authority or any other Person that seeks to restrain, materially modify or invalidate the transactions contemplated by this Agreement and no Order that would prohibit, materially modify or restrain such transactions shall be in effect; (iv) the Placement Agent Purchaser and MLA shall receive the opinion of Counsel have delivered to the Company, Vendors a certificate dated as of the date thereof, which opinion Closing Date signed by an officer of each of the Purchaser and MLA in respect of the matters set out in this Subsection 5.2(a) other than in respect of Clause 5.2(a)(iii) as it relates to any of the Vendors; (b) MLA shall have completed the MLA Financing; (c) DMSL shall have received the Closing Documents required to be delivered by the Purchaser and MLA to DMSL pursuant to Section 7.3 in form and substance reasonably satisfactory to DMSL and its counsel, acting reasonably; (d) no order ceasing or suspending trading in any Equity Securities of MLA shall have been issued by any Governmental Authority and no proceedings for such purpose should be, to the knowledge of MLA, pending or threatened; (e) the Vendors shall have been provided with evidence of TSXV approval (or conditional approval) of the completion of the Transactions, including issuance of the Payment Shares and the Conversion Shares, and of TSXV and TSX approval of listing and posting for trading on the TSXV and TSX, as applicable, of such shares, subject only to satisfaction by MLA of customary post-closing conditions imposed by the TSXV or the TSX, as applicable, in similar circumstances; (f) the prospectus relating to the MLA Financing shall have qualified for distribution the Payment Shares; (g) all Vendor Consents listed in Part B of Schedule 3.1(n) other than those consents which the Parties have agreed are to be received post closing, shall have been obtained, made or waived, provided however, that this condition precedent shall be deemed to be satisfied in respect of the Vendor Consents which are noted in part B of Schedule 3.1(n) as being subject to Section 6.10 if DMSL and the Purchaser have satisfied their obligations under Section 6.10 and Purchaser Consents including the approval of the Mexican Federal Competition (Anti-Trust) Commission, other than those consents which the Parties have agreed are to be received post closing, shall have been obtained, made or waived; (h) the closing of the transaction which is the subject of the STB Share Purchase Agreement shall have been completed in escrow with the only condition precedent remaining to be satisfied be the Closing; (i) all conditions to closing under the Consent Agreement and STB Share Purchase Agreement shall have been satisfied or waived by the party entitled to the benefit thereto; (j) if the VAT is payable on Closing, the Purchaser shall have arranged for loan proceeds in the amount of the VAT payable and, if payment of the VAT may be deferred to a date following the Closing Date, the Purchaser shall have entered into loan arrangements which shall be sufficient to satisfy the VAT obligations satisfactory to the Investor, their counsel Purchaser and the Placement Agent.Vendors for the advancement of such proceeds; B. At or (k) all documents and agreements to be delivered and executed pursuant to the Consent Agreement shall have been delivered in escrow subject only to the release from escrow of the proceeds of the MLA Financing, the completion of the Closing and the closing under the STB Share Purchase Agreement; and (l) the Purchaser shall have obtained such explosive permits as are necessary to enable the Purchaser to carry on the Business substantially in the manner conducted by the Vendors in the eighteen (18) month period prior to the Closing, the Investor and the Placement Agent Closing Date or shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company such other arrangements as shall enable it to carry on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or activities contemplated by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor such explosive permits in accordance with its termsApplicable Laws, or (y) subject as are satisfactory to the performance of the Placement Agent's obligations DMSL and the accuracy of the Placement Agent's representations and warranties hereunderPurchaser, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investoracting reasonably.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each Investor to purchase Notes and consummate the Placement Agent hereunder transactions contemplated by this Agreement at the Initial Closing or any Subsequent Closing shall be subject to the continuing accuracy fulfillment, on or before the date of such closing (each a "Closing Date"), of each of the following conditions precedent: (a) The sale and purchase of the Notes, the execution of this Agreement and each other Transaction Document, and the consummation of the transactions contemplated hereby and thereby shall have been approved by a special committee of the Company established for such purpose and consisting of Jeff Green, Jeremy Simpson an▇ ▇▇▇▇▇ ▇▇le▇, ▇▇▇ ▇▇▇▇ ▇▇prova▇ ▇▇▇▇l have not been revoked or rescinded. (b) The representations and warranties of the Company contained in this Agreement, each Transaction Document and any other writing delivered by the Company to such Investor herein as of pursuant hereto on or prior to the date hereof relevant Closing Date shall be true and correct in all material respects on and as of the such Closing Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been though made on and as of such Closing Date; . (c) No event of default shall have occurred under the accuracy Notes or any other Transaction Document (an "Event of Default"), and no event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing on such Closing Date or would result from the purchase of Notes on such Closing Date. (d) The purchase of Notes and as the consummation of the transactions contemplated hereby on such Closing Date shall not contravene any law, rule, regulation or judicial order, writ or decree applicable to the Company or such Investor and any regulatory or governmental approval necessary for the purchase of Notes by such Investor and/or the consummation of the statements of the officers of the Company made pursuant transactions contemplated hereby shall have been obtained on terms and conditions acceptable to the provisions hereof; and the performance by the Company and the Investor on Investors. (e) The Company shall have executed and as of delivered the Closing Date of its covenants Registration Rights Agreement and obligations hereunder such agreement shall be in full force and effect. (f) With respect to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementeach Subsequent Closing, the Investor and the Placement Agent Investor(s) shall receive the opinion of Counsel to the Companyhave received a certificate, dated as of the date thereof, which opinion shall be in form of such Subsequent Closing and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into executed by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income executive officer of the Company, except certifying as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that satisfaction of the conditions set forth in subparagraph paragraphs (Cb) above and (c) of this Section 3. (g) The Company, Reddline and the Secured Noteholders shall have executed and delivered an agreement in the form attached hereto as Exhibit C (the "Termination Agreement") terminating in full the Secured Note Purchase Agreement and all documents, agreements and instruments executed and delivered in connection therewith and the Secured Note Purchase Agreement and all such documents, agreements and instruments shall be of no further force and effect. In addition, Reddline shall have filed UCC-3 Termination Statements and shall have taken such other action as necessary or appropriate to release all liens granted by the Company to Reddline, as collateral agent, and the Investors pursuant to the Secured Note Purchase Agreement. Finally, all Secured Notes issued to Reddline and the Secured Noteholders pursuant to the Secured Note Purchase Agreement shall have been satisfied and that, as of the applicable closing, the representations and warranties of surrendered to the Company set forth herein are true in exchange for a Note or Notes and correctpayment of all accrued and unpaid interest thereon through the date hereof, and such promissory notes shall be of no further force and effect. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. 7.1 The Agent’s obligations under this Agreement in connection with the Offering are conditional upon and subject to the fulfilment of the following conditions before the Closing shall Time, which conditions the Issuer covenants to use its commercially reasonable efforts to fulfil or cause to be held fulfilled before the Closing Time: (a) all actions required to be taken by or on behalf of the Issuer, including the passing of all requisite resolutions of directors of the Issuer, will have been taken so as to approve the Offering, the Prospectus and to validly create and distribute the Securities; (b) the Issuer will have made all necessary filings with and obtained all necessary approvals, consents and acceptances from the Regulatory Authorities for the Offering and the Prospectus and to permit the Issuer to fulfil its obligations hereunder; (c) the Common Shares and the Agent’s Warrant Shares, will have been conditionally accepted for listing on the Exchange; and (d) the certificates, opinions and other documents contemplated by Section 6 of this Agreement will have been delivered to the Agent and its legal counsel. 7.2 The Agent’s obligations under this Agreement with respect to acting as agent for the purposes of the Offering is also conditional upon and subject to: (a) the Issuer allowing the Agent and its representatives to conduct all due diligence, which the Agent may reasonably require in connection with the Offering; and (b) the Agent’s due diligence review not revealing any material adverse information or fact that is not generally known to the public that might, as determined in the sole discretion of the Agent, materially adversely affect the value or market price of the Shares or the investment quality or marketability of the Shares. 7.3 The Offering will be completed at the offices of the Investor Issuer or its counsel. The the Issuer’s legal counsel at such time (the “Closing Time”) and on such date (the “Closing Date”) as may be agreed to by the Issuer and the Agent in consultation with the Exchange; provided, however, that if the Issuer has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Closing Time and the Closing Date or such other date and time as may be mutually agreed to, then the respective obligations of the Placement Agent hereunder shall be subject to the continuing accuracy parties will terminate without further liability or obligation except for obligations of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") Issuer with respect to the Company or payment of expenses and indemnity and contribution provided for in this Agreement. 7.4 The Issuer will, on the Investor, as the case may be, as if it had been made on and as of such Closing Date; , deliver the accuracy on and as Certificates to the Agent against payment of the Proceeds. The Agent will, on the Closing Date Date, deliver to the Issuer a written description and reconciliation of its expenses deducted from the gross proceeds of the statements of Offering. 7.5 If the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date Issuer has satisfied all of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution under this Agreement, the Investor and Agent will, on the Placement Agent shall receive Closing Date, pay the opinion of Counsel Proceeds to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, Issuer against either (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, physical delivery of the Company from the latest dates as of which such condition is set forth in the Offering Materials; Certificates or (ii) there shall confirmation that the securities represented by the Certificates have been no transaction, not in the ordinary course of business except the transactions pursuant transferred to the Securities Purchase Agreement entered into Agent electronically, as requested by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsAgent. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of each of the Placement Agent parties hereunder shall be are subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect other parties hereto, to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as such other parties of the Closing Date of its covenants and their respective obligations hereunder and to the following further conditions: A. Upon (a) At the Initial Public Closing Time and each Subsequent Public Closing Time no order suspending the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, Registration Statement shall have been issued under the Investor 1933 Act or proceeding therefor initiated or threatened by the SEC and the Placement Agent shall receive the opinion of Counsel no objection to the Companycontent thereof shall have been expressed or threatened by the CFTC or the NFA. (b) At the Initial Closing Time, dated as of Sidley & Austin, counsel to the date thereofGeneral Partner, which opinion shall be deliver to all the parties hereto its opinion, in form and substance reasonably satisfactory to each of the Investorparties hereto, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.effect that: C. At and prior to the Closing, (i) there The Certificate of Limited Partnership pursuant to which the Fund has been formed and the Limited Partnership Agreement each provides for the subscription for and sale of the Units; all action required to be taken by the General Partner and the Fund as a condition to the subscription for and sale of the Units to qualified sub scribers therefor has been taken; and, upon payment of the consideration therefor specified in the accepted Subscription Agreements and Powers of Attorney, the Units will constitute valid limited partnership interests in the Fund and each subscriber who purchases Units will become a Limited Partner, subject to the requirement that each such purchaser shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activitiesduly completed, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant executed and delivered to the Securities Purchase Fund a Subscription Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or and Power of Attorney relating to the Placement Agent in writing; (iii) except Units purchased by such party, that such purchaser meets all applicable suitability standards as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class Prospectus and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of such purchaser in the Company set forth herein Subscription Agreement and Power of Attorney are true and correct. E. (ii) The Placement Agent shall Fund is a limited partnership duly organized pursuant to the Certificate of Limited Partnership, the Limited Partnership Agreement and DRULPA and validly existing under the laws of the State of Delaware with partnership power and authority to conduct the business in which it proposes to engage as described in the Prospectus; the Fund has qualified to do business in Texas and need not effect any other filings or qualifications under the laws of the United States and the States of Illinois, New York, Texas and California and the District of Columbia in order to preserve the status of the Fund as a limited partnership or to enable the Fund to perform its obligations under the Advisory Agreement and this Agreement and to conduct the business in which it proposes to be engaged as described in the Prospectus. (iii) The General Partner is duly organized and validly existing and in good standing as a corporation under the laws of the State of Texas with corporate power and authority to act as general partner of the Fund, and is qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which the failure to so qualify might, in their opinion, reasonably be expected to result in material adverse consequences to the Fund. The General Partner has full corporate power and authority to perform its obligations as described in the Registration Statement and Prospectus. (iv) Each of the General Partner (including the principals, as defined in the Commodity Act, of the General Partner) and the Fund has all Federal and state governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and state governmental and regulatory agencies necessary in order for each of the General Partner and the Fund to conduct its business as described in the Registration Statement and Prospectus, and, to the best of their knowledge, none of such approvals, licenses or registrations have no obligation to insure been rescinded or revoked. (v) Each of the Limited Partnership Agreement, the Advisory Agreement, the Customer Agreement, the Investment Advisory Agreement, the Additional Selling Agents Agreement and this Agreement has been duly and validly authorized, executed and delivered by or on behalf of the General Partner or the Fund (as the case may be) and assuming that such agreements are legal, valid and binding on the other parties hereto and thereto, each of the Limited Partnership Agreement, the Advisory Agreement, the Customer Agreement, the Investment Advisory Agreement, the Additional Selling Agents Agreement and this Agreement constitutes a legal, valid and binding agreement of the General Partner or the Fund (xas the case may be) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (vi) The execution and delivery of this Agreement, the Limited Partnership Agreement, the Customer Agreement, the Investment Advisory Agreement, the Additional Selling Agents Agreement and the Advisory Agreement and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated herein and therein and in the Prospectus will not be in contravention of any of the provisions of the General Partner's certificate of incorporation or by-laws, of the Limited Partnership Agreement, and, to their knowledge, will not constitute a breach of, or default under, any instrument by which the General Partner or the Fund is bound or any order, rule or regulation applicable to the General Partner or the Fund of any court or any governmental body or administrative agency having jurisdiction over the General Partner or the Fund. (vii) To their knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by any governmental or administrative body, nor have there been any such suits, claims or proceeding within the last five years, to which the General Partner (or any principal of the General Partner) or the Fund is or was a party, or to which any of their assets is or was subject, which are required to be, but are not disclosed in, the Registration Statement or Prospectus or which might reasonably be expected to materially adversely affect the condition (financial or otherwise), business or prospects of the General Partner or the Fund. (viii) No authorization, approval or consent of any governmental authority or agency is necessary in connection with the subscription for and sale of the Units, except such as may be required under the 1933 Act, the Commodity Act, NFA compliance rules or applicable securities or "Blue Sky" laws. (ix) The terms and provisions of the Limited Partnership Agreement, the Customer Agreement, the Advisory Agreement, the Investment Advisory Agreement, the Additional Selling Agents Agreement and this Agreement conforms in all material respects to descriptions thereof contained in the Prospectus. (x) The Registration Statement is effective under the 1933 Act and, to the best of their knowledge, no proceedings for a stop order are pending or threatened under Section 8(d) of the 1933 Act. (xi) At the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement, and at the time the Prospectus and any amendments or supplements thereto were first issued, the Prospectus, complied as to form in all material respects with the requirements of the 1933 Act, the SEC Regulations under the 1933 Act and CFTC regulations. Nothing has come to their attention that would lead them to believe that with respect to the General Partner and the Selling Agent (a) at the time the Registration Statement initially became effective and at the time any post-effective amendment thereto became effective, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (yb) subject the Prospectus as first issued or as subsequently issued or at the Initial Public Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that such counsel need express no opinion (A) as to the financial statements, notes thereto and other financial or statistical data set forth in the Registration Statement and Prospectus or (B) as to any performance of data set forth in the Placement Agent's obligations Registration Statement, and Prospectus, including the performance summaries (and the notes thereto) in the Registration Statement and Prospectus, except that such counsel shall opine, without rendering any opinion as to the accuracy of the Placement Agent's representations information in the performance summaries, that such the performance summaries comply as to form in all material respects with applicable CFTC rules. (xii) Such counsel confirm their opinion, a form of which appears as Exhibit 8.01 to the Registration Statement, that the sum ▇▇▇▇ of Federal income tax consequences to Limited Partners set forth under the caption "Tax Consequences" in the Prospectus accurately describes the material tax consequences set forth therein and warranties hereunderthat such counsel further confirm their advice to the General Partner explicitly set forth therein and in such Exhibit 8.01. (xiii) To the best of their knowledge, (1a) there are no contracts, indentures, mortgages, loan agreements, leases or other documents of a character required to be described or referred to in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement other than those described or referred to therein or filed as exhibits thereto, and with respect to the existing contracts, indentures, mortgages, loan agreements, leases and other documents so described, referred to or filed, the descriptions thereof, references thereto or copies so filed are correct in all material respects, and (b) no material default on the part of the General Partner or the Fund exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract or lease so described or filed. (xiv) Assuming operation in accordance with the Prospectus, the Fund, at Closing Time, is not an "investment company" as that term is defined in the Investment Company Act of 1940, as amended. In rendering the opinions set forth above, Sidley & Austin may rely as to certain matters relating to the General Partner on Fishman, Jones, ▇▇▇▇▇ & ▇▇▇▇, P.C. (c) Counsel to the Selling Agent shall deliver to all the parties hereto, an opinion to the effect that: (i) The Selling Agent is duly organized and validly existing and in good standing as a corporation under the laws of the State of Texas and is qualified to do business and in good standing as a foreign corporation in each jurisdiction in which such qualification is required and in which the failure to so qualify might, in such counsel's opinion, reasonably be expected to result in material adverse consequences to the Fund. The Selling Agent has full corporate power and authority to perform its obligations as described in the Registration Statement and Prospectus. (ii) This Agreement has been duly authorized, executed and delivered by the Selling Agent, and constitutes a legal, valid and binding agreement of the Selling Agent enforceable in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered). (iii) The Selling Agent has all Federal and state governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and state governmental and regulatory agencies necessary in order for the Selling Agent to conduct its business as described in the Registration Statement and Prospectus, and, to such counsel's knowledge, none of such approvals, licenses or registrations has been rescinded or revoked. (iv) The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein and in the Prospectus will not, to the best of such counsel's knowledge, constitute a breach of, or default under, any instrument known to such counsel by which the Selling Agent is bound or, any order, rule or regulation applicable to the Selling Agent, of any court or any governmental body or administrative agency having jurisdiction over the Broker. (v) To such counsel's knowledge, there are no actions, claims or proceedings pending or threatened in any court or before or by a governmental or administrative body, nor have there been any suits, claims or proceedings within the last five years, to which the Selling Agent (or any principal of the Selling Agent) is or was a party or to which any of its assets is or was subject, which are required to be disclosed in the Registration Statement or Prospectus or which might reasonably be expected to materially adversely affect the business of the Selling Agent. (vi) Nothing has come to such counsel's attention that would lead such counsel to believe that (a) at the time the Registration Statement initially became effective and at the time any post- effective amendment thereto became effective, insofar as the Selling Agent and its principals are concerned, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the Offering is exempt from Prospectus as first filed pursuant to Rule 424(b) or as subsequently filed pursuant to Rule 424 or at the registration requirements Initial Public Closing Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Selling Agent or its principals, in light of the 1933 Act circumstances under which they were made, not misleading. (d) Counsel to the Trading Advisor shall deliver to the General Partner, the Broker and the Selling Agent an opinion as of the Initial Public Closing Time to the effect that: (i) The Trading Advisor is a corporation duly organized, validly existing and in good standing under the laws of the State of New York and is in good standing in each jurisdiction in which the nature or any conduct of its business requires such qualification and in which the failure to so qualify might reasonably be expected to materially adversely affect the Fund, as described in the Registration Statement and Prospectus, and its ability to discharge its obligations under the Advisory Agreement and this Agreement. (ii) Each of the Advisory Agreement and this Agreement has been duly authorized, executed and delivered by the Trading Advisor and constitutes a valid, binding and enforceable agreement of the Trading Advisor in accordance with its terms, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability generally of rights of creditors and except as enforceability of the indemnification provisions contained in such Agreements may be limited by applicable law and the enforcement of specific terms or remedies may be unavailable. (iii) The Trading Advisor (including the principals of the Trading Advisor) has all material Federal and state "Blue Sky" law governmental and regulatory licenses and approvals and has received or made all filings and registrations with Federal and state governmental and regulatory authorities necessary in order for the Trading Advisor to conduct its business as described in the Registration Statement and Prospectus (2including, without limitation, performance of this Agreement and the Advisory Agreement) and, to the Investor is an Accredited Investor.best of such counsel's knowledge, none of such approvals, licenses or registra

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein accuracy, as of the date hereof and as of the Date of Closing (the "Closing Date", of the representations and warranties of the Company contained herein, to the performance by the Company of its covenants and obligations hereunder, and to the following additional conditions, and the Company shall not issue or sell the Securities unless and until all of the conditions of this Section 5 shall have been satisfied or waived by the Placement Agent: (a) The Registration Statement has been declared effective by the SEC and the offering of the Securities by the Company complies with Rule 415 of the 1933 Act Rules and Regulations. All filings required by Rule 424, Rule 430A, Rule 430B and Rule 433(d) of the 1933 Act Rules and Regulations will be promptly made. No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceeding for that purpose shall have been initiated or, to the knowledge of the Company or the Placement Agent, threatened or contemplated by the SEC, and any request of the SEC for additional information (to be included in the Registration Statement, the Disclosure Package or the Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent. (b) The Placement Agent shall not have advised the Company on or prior to the Closing Date, that the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto contains an untrue statement of fact that, in the opinion of counsel to the Placement Agent, is material, or omits to state a fact that, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) On the Closing Date, the Placement Agent shall have received the opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Company, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth on Exhibit A hereto. Such counsel shall also have furnished to the Placement Agent a written statement, addressed to the Placement Agent and dated the Closing Date, in form and substance as set forth on Exhibit B hereto. (d) On the Closing Date, the Placement Agent shall have received the opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel to the Placement Agent, addressed to the Placement Agent and dated the Closing Date, with respect to such matters as the Placement Agent may reasonably require; and the Company shall have furnished to such counsel such documents as it may reasonably request for the purposes of enabling it to review or pass on such matters. (e) On the date of this Agreement and on the Closing Date, the Placement Agent shall have received from Stonefield ▇▇▇▇▇▇▇▇▇ Inc., a letter or letters, dated the date of this Agreement and the Closing Date, respectively, in form and substance satisfactory to the Placement Agent and counsel for the Placement Agent, confirming that they are independent registered public accountants with respect to the Company or within the Investormeaning of the 1933 Act and the published Rules and Regulations and the rules and regulations of the PCAOB, as and stating the case may be, as if it had been made on conclusions and as findings of such Closing Date; firm with respect to the accuracy on financial information and other matters ordinarily covered by accountants’ “comfort letters” to placement agents in connection with registered public offerings. (f) Except as contemplated in each of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; Disclosure Package and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the ClosingProspectus, (i) there neither the Company nor any of its Subsidiaries shall have been no material adverse change nor development involving a prospective change sustained since the date of the latest audited financial statements included or incorporated by reference in the condition Disclosure Package and the Prospectus any loss or prospects interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (ii) subsequent to the business activities, financial or otherwise, of the Company from the latest respective dates as of which such condition information is set forth given in the Offering Materials; (ii) there Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries shall have been no transactionincurred any liability or obligation, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement direct or contingent, or entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materialsany transactions, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long capital stock or short term) short-term or liabilities or obligations long-term debt of the Company and its Subsidiaries or any change, or any development involving or which might reasonably be expected to involve a prospective change in the condition (contingent financial or otherwiseother), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company or its Subsidiaries, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material or adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered on such Closing Date on the terms and trade payable debtin the manner contemplated in each of the Disclosure Package and the Prospectus. (g) There shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or The Nasdaq Global Market or the American Stock Exchange or the establishing on such exchanges or market by the SEC or by such exchanges or markets of minimum or maximum prices that are not in force and effect on the date hereof; (ii) a suspension or material limitation in trading in the Company’s securities on the Nasdaq Global Market or the establishing on such market by the SEC or by such market of minimum or maximum prices that are not in force and effect on the date hereof; (iii) a general moratorium on commercial banking activities declared by either federal or any state authorities; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, which in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities in the manner contemplated in the Prospectus; or (v) no material amount any calamity or crisis, change in national, international or world affairs, act of God, change in the international or domestic markets, or change in the existing financial, political or economic conditions in the United States or elsewhere, that in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the assets Securities in the manner contemplated in each of the Company shall have been pledged or mortgaged, except as indicated in Disclosure Package and the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering MaterialsProspectus. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (Ch) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, in their capacities as such, stating that: (i) the condition set forth in Section 5(a) has been fully satisfied; (ii) they have carefully examined the Registration Statement, the Disclosure Package and the Prospectus as amended or supplemented and all documents incorporated by reference therein and nothing has come to insure their attention that (x) would lead them to believe that any checkof the Registration Statement, note, draft the Disclosure Package or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its termsProspectus, or any amendment or supplement thereto or any documents incorporated by reference therein as of their respective effective, issue or filing dates, contained, and the Prospectus as amended or supplemented and all documents incorporated by reference therein and when read together with the documents incorporated by reference therein, at such Closing Date, contains any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (yiii) subject since the Effective Date, there has occurred no event required to be set forth in an amendment or supplement to the performance of Registration Statement, the Placement Agent's obligations and Disclosure Package or the accuracy of the Placement Agent's representations and warranties hereunder, (1Prospectus which has not been so set forth; there has been no Issuer Free Writing Prospectus required to be filed under Rule 433(d) the Offering is exempt from the registration requirements of the 1933 Act Rules and Regulations that has not been so filed; and there has been no document required to be filed under the 1934 Act and the 1934 Act Rules and Regulations that upon such filing would be deemed to be incorporated by reference into the Disclosure Package or the Prospectus that has not been so filed; (iv) all representations and warranties made herein by the Company are true and correct at such Closing Date, with the same effect as if made on and as of such Closing Date, and all agreements herein to be performed or complied with by the Company on or prior to such Closing Date have been duly performed and complied with by the Company; (v) neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in each of the Disclosure Package and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and (vi) except as disclosed in each of the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, each of the Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations, direct or contingent, other than in the ordinary course of business, or entered into any transactions not in the ordinary course of business, which in either case are material to the Company or such Subsidiary; and there has not been any change in the capital stock or material increase in the short-term debt or long-term debt of the Company or any applicable state "Blue Sky" law of its Subsidiaries or any material adverse change or any development involving or that may reasonably be expected to involve a prospective material adverse change, in the condition (2financial or other), net worth, business, affairs, management, prospects, results of operations or cash flow of the Company and its Subsidiaries taken as a whole; and there has been no dividend or distribution of any kind, paid or made by the Company on any class of its capital stock. (i) The Company shall have furnished to the Investor is an Accredited InvestorPlacement Agent at the Closing Date such further information, opinions, certificates, letters and documents as the Placement Agent may have reasonably requested. (j) The Shares and the Warrant Shares shall have been approved for trading upon official notice of issuance on The Nasdaq Global Market. (k) The Placement Agent shall have received duly and validly executed letter agreements referred to in Section 4(p) hereof. (l) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the placement agency terms and conditions. (m) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Placement Agent and to ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PC, counsel for the Placement Agent. The Company will furnish the Placement Agent with such signed and conformed copies of such opinions, certificates, letters and documents as the Placement Agent may request. (n) If any of the conditions specified above in this Section 5 shall not have been satisfied at or prior to the Closing Date or waived by the Placement Agent in writing, this Agreement may be terminated by the Placement Agent on notice to the Company, whereupon the Company shall not issue or sell the Securities.

Conditions of Closing. (i) The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. (ii) Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. (iii) At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. (iv) At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. (v) If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. (vi) The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Securities Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices of the Investor or its counselcounsel as required. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company and the Investor herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company or the Investor, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Line of Credit Agreement, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained. C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. If requested at Closing the Investor and At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

Conditions of Closing. The Closing shall be held at the offices purchase and sale of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be Purchased Assets is subject to the continuing accuracy usual conditions of closing in an asset purchase transaction, all of which will be included in the Purchase Agreement and including, without limitation, the following: (a) all of the covenants of the parties will have been performed; (b) all of the representations and warranties of the Company parties will be true and correct at the Investor herein as of the date hereof time they were given and as of at the Date of Closing (the "Closing Date"; (c) the Purchaser will be satisfied in its sole discretion as to the results of its due diligence investigation with respect to the Company or Purchased Assets; (d) the InvestorPurchaser will be satisfied that it is obtaining title to the Purchased Assets free and clear of all liens, mortgages, charges, security interests, pledges, encumbrances, restrictions, claims and demands whatsoever, except for any permitted encumbrances to be set out in the Purchase Agreement; (e) all consents and approvals to the sale and purchase of the Purchased Assets, as the case may be, as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance reasonably determined by the Company and the Investor on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions: A. Upon the effectiveness of a registration statement covering the Standby Equity Distribution Agreementparties, the Investor and the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent. B. At or prior to the Closing, the Investor and the Placement Agent shall will have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.obtained; C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company on the date hereof which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iiif) except as set forth in the Offering Materialsdisclosed by either party, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver no action or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall proceeding will be pending or threatened before to enjoin, restrict or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income purchase of the CompanyPurchased Assets; (g) no substantial damage or material adverse change to Purchased Assets will have occurred from the date of the Purchase Agreement to the Closing Date; (h) the Vendor will have complied with any applicable bulk legislation in respect of the sale of the Purchased Assets to the Purchaser; (i) any and all regulatory approvals have been obtained and including, except as set forth without limitation, the approval of NYSE Amex for the issuance of the Shares by the Purchaser to the Vendor; (j) the transaction shall have been approved by the vote of two-thirds of the Vendor's shareholders; (k) the Purchaser shall simultaneously close its acquisition of the remaining 99% interest in the Offering Materials. D. If requested at Closing the Investor and the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct. E. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder, (1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.STMV; and