Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) 5.1 The Company has granted Partnership hereby grants to the Underwriters, in the respective percentages set forth in Section 19 hereof, an irrevocable option (the “Over-Allotment Option”) to purchase up to Units (the “Additional Units”) for the purpose purchase price of covering over-allotments$ per Additional Unit, if anybeing an aggregate purchase price of up to $ , less an amount per Additional Unit equal to any dividend or for market stabilization purposesdistribution declared by the Partnership and payable on the Units but not payable on the Additional Units (the “Additional Purchase Price”). If the Representatives, on behalf of the Underwriters, elect to exercise the Over-Allotment Option to purchase Option, the Representatives shall notify the Partnership in writing not later than 5:00 p.m. (New York City time) on the 30th day after the Closing Date, which notice shall specify the number of Additional Units to be purchased by the Underwriters and the date (the “Over-Allotment Option Closing Date”) and time at which such Additional Units are to be purchased (the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to “Over-Allotment Option Closing Time”) which date shall be no earlier than three business days or later than five business days after the exercise of the Over-Allotment Option does and, in any event, may not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following be earlier than the Closing Date. The Lead UnderwriterAdditional Units may be purchased solely for the purpose of covering over-allotments made in connection with the Offering, on behalf of the Underwritersif any, may exercise the Over-Allotment Option from time and for market stabilization purposes. If any Additional Units are purchased, each Underwriter agrees, severally and not jointly, to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying purchase the number of Additional Units and/or Additional Warrants which (subject to such adjustments to eliminate fractional Units as the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in may determine) that bears the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay same proportion to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the total number of Additional Units and Additional Warrants issuable on exercise thereof to be purchased as the number of Units being purchased by such that Underwriter bears to the Underwriters are entitled to arrange for the sale total number of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or changeUnits purchased.

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the Underwritersconditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of covering overthe Pre-allotmentsFunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the OverCompany and VStock Transfer, LLC as warrant agent, and the Closing Pre-Allotment funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. (ii) upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the Underwriter; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the currency period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by delivering written notice its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the Company (foregoing lock-up restrictions. Delivery of the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, executed Underwriter’s Warrant Agreement shall be made on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing and the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered Underwriter’s Warrant shall be issued in the name of “CDS & Co.” or names and in such other name authorized denominations as the Underwriters, on behalf of the Underwriters, Underwriter may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinrequest. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its Subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Underwriters shall have received: (1) The Company has granted to the UnderwritersA certificate, for the purpose dated such Date of covering over-allotmentsDelivery, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% President or a Vice President of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written notice to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise chief financial officer or chief accounting officer of the Over-Allotment OptionCompany, confirming that the Company shall issue certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and deliver that amount correct as of Compensation Option Certificates to the Lead Underwriter, on behalf such Date of the Underwriters, in accordance with the applicable provisions set forth hereinDelivery. (2) In The favorable opinions relating to the event Option Underwritten Securities and otherwise to the same effect as the opinions required by Sections 5(b)-(d) hereof each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery. (3) The favorable opinion of Cravath, Swaine & ▇▇▇▇▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof. (4) A letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Underwriters and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(h) hereof, except that the Company "specified date" on the letter furnished pursuant to this paragraph shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately a date not more than three business days prior to such subdivisionDate of Delivery. (5) Since the time of execution of such Terms Agreement, consolidationthere shall not have occurred a downgrading in, reclassification or changewithdrawal of, the rating assigned to the Underwritten Securities or any of the Company's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the Underwritten Securities or any of the Company's other securities.

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the Underwritersconditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional shares of Common Stock and/or Pre-funded Warrants to purchase shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and up to [●] additional Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $[●] per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are referred to collectively as the “Securities”, and the Securities and the shares of covering overCommon Stock issuable upon exercise of the Pre-allotmentsfunded Warrants and the Warrants (the “Underlying Shares”) are referred to collectively as the “Public Securities”. The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, or for market stabilization purposes, will be in the Over-Allotment Option form attached hereto as Exhibit [●]. The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering.” (ii) Upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the Underwriter; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at 5:00 p.m. Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of shares of Common Stock equal to 4.0% of the aggregate number of Closing Shares sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the currency period commencing six months from the commencement of sales of the Closing Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Share in the Offering. The Underwriter’s Warrant and the shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Securities during the 180-day period after the commencement of sales of the Closing Shares in the Offering and by delivering written notice its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) an underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the Company (foregoing lock-up restrictions. Delivery of the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, executed Underwriter’s Warrant shall be made on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing and the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered Underwriter’s Warrant shall be issued in the name of “CDS & Co.” or names and in such other name authorized denominations as the Underwriters, on behalf of the Underwriters, Underwriter may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinrequest. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional shares of Common Stock and/or Pre-funded Warrants to purchase shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●]Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less $0.001 allocated to each Warrant) and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of covering overCommon Stock issuable upon exercise of the Pre-allotmentsFunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the OverCompany and Endeavor Trust Corporation as warrant agent, and the Closing Pre-Allotment funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and Endeavor Trust Corporation as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. (ii) upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the Underwriter; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C. at [●] a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s shares of Common Stock equal to 5.0% of the aggregate number of shares of Common Stock sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the currency thereof by delivering written notice to period commencing six months after the Company (the “Over-Allotment Notice”) specifying the number commencement of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number Offering and type ending on the fifth anniversary of the commencement of the sale of the Offering, at a price per share equal to 125.0% of the offering price per share of the shares of Common Stock at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities that for a period of 180 days following the Underwriters would have otherwise arranged for had they exercised commencement of sales of the Firm Shares in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such Overtransferee agrees to the foregoing lock-Allotment Option immediately prior to up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such subdivision, consolidation, reclassification or changeauthorized denominations as the Underwriter may request.

Over Allotment Option. (1a) The Company has granted to For the Underwriters, for the purpose purposes of covering any over-allotmentsallotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an option (the “Over-Allotment Option”) to purchase up to [___] shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the Offering (the “Option Shares”), and/or Warrants to purchase up to [___] shares of Common Stock, representing fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the Offering (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities”), which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in the Warrant Agent Agreement. 1 The underwriting discount will be 8.0% for any securities purchased by investors in this Offering, provided that the underwriting discount shall be reduced to 5.0% for any securities purchased in this Offering by the Company’s directors or for market stabilization purposes, their affiliates. (b) In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant any Option Securities prior to the exercise of the Over-Allotment Option does not exceed 15% of by the Purchased Unites sold under the Offering (as defined herein)Representative. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on granted hereby may be exercised by the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf giving of the Underwriters, may exercise the Over-Allotment Option from time to time, in whole or in part, during the currency thereof by delivering written oral notice to the Company (from the “Over-Allotment Notice”) specifying Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Additional Units Option Shares and/or Additional Option Warrants which to be purchased and the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in date and time for delivery of and payment for the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment OptionOption Securities (each, the Underwriters shall, on the Over-Allotment an “Option Closing Date”), pay to which will not be later than the Company earlier of (i) 45 days after the aggregate purchase price for Execution Date and (ii) two (2) full Business Days after the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque date of the notice or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS time as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed upon by the Company and the UnderwritersRepresentative, at the offices of Gracin & M▇▇▇▇▇, LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. FurthermoreIf such delivery and payment for the Option Securities does not occur on the Closing Date, upon each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates will become obligated to the Lead Underwriter, on behalf of convey to the Underwriters, in accordance with and, subject to the applicable provisions terms and conditions set forth herein. (2) In , the event that Underwriters will become obligated to purchase, the Company shall subdivide, consolidate, reclassify or otherwise change its Common number of Option Shares during the period and/or Option Warrants specified in which such notice. The Representative may cancel the Over-Allotment Option is exercisable, appropriate adjustments will be made at any time prior to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale expiration of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior by written notice to such subdivision, consolidation, reclassification or changethe Company.

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to 562,500 additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to 1,125,000 Warrants to purchase an aggregate of an additional 1,125,000 Ordinary Shares, representing 30.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less $0.01 allocated to each of the Warrants) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of covering overthe Pre-allotmentsFunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the OverCompany and VStock Transfer, LLC as warrant agent, and the Closing Pre-Allotment funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. (ii) upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the Underwriter; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at 10:00 a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the currency period commencing six months from the commencement of sales of the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of the Ordinary Shares at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by delivering written notice its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the Firm Shares in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the Company (foregoing lock-up restrictions. Delivery of the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, executed Underwriter’s Warrant Agreement shall be made on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing and the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered Underwriter’s Warrant shall be issued in the name of “CDS & Co.” or names and in such other name authorized denominations as the Underwriters, on behalf of the Underwriters, Underwriter may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinrequest. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 30.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less $0.01 allocated to each of the Warrants) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of covering overthe Pre-allotmentsFunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the OverCompany and VStock Transfer, LLC as warrant agent, and the Closing Pre-Allotment funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit [●]. The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. (ii) upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the Underwriter; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the currency period commencing six months from the commencement of sales of the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of the Ordinary Shares at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by delivering written notice its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the Firm Shares in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the Company (foregoing lock-up restrictions. Delivery of the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, executed Underwriter’s Warrant Agreement shall be made on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing and the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered Underwriter’s Warrant shall be issued in the name of “CDS & Co.” or names and in such other name authorized denominations as the Underwriters, on behalf of the Underwriters, Underwriter may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinrequest. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less $0.001 allocated to the warrants) and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the the Ordinary Shares issuable upon exercise of covering overthe Pre-allotmentsFunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the OverCompany and VStock Transfer, LLC as warrant agent, and the Closing Pre-Allotment funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit [●]. The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. (ii) upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the Underwriter; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇ of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the currency period commencing six months from the closing of the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of the Ordinary Shares at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by delivering written notice its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the Firm Shares in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the Company (foregoing lock-up restrictions. Delivery of the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, executed Underwriter’s Warrant Agreement shall be made on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing and the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered Underwriter’s Warrant shall be issued in the name of “CDS & Co.” or names and in such other name authorized denominations as the Underwriters, on behalf of the Underwriters, Underwriter may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinrequest. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted 4.2.1. On the basis of the representations, warranties and covenants herein and subject to the Underwritersconditions herein, the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional shares of Common Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 30.0% of the Closing Units sold in the offering from the Company; and [●] Series B Warrants, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of covering overCommon Stock issuable upon exercise of the Pre-allotmentsfunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, or for market stabilization purposesshall be issued pursuant to, and shall have the rights and privileges set forth in, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price form of $0.08 per Additional Warrant, so long and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. 4.2.2. Upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering (as defined herein)Company agrees to issue and sell the Option Securities to the Underwriter. 4.2.3. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time, in whole or time in part, during on or before the currency thereof forty-fifth (45th) day following the date of the Final Prospectus, by delivering written notice from the Underwriter to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) 11.1 The Company has granted Corporation hereby grants to the Underwriters, for in the purpose respective percentages set out in Section 6 of covering over-allotments, if any, or for market stabilization purposesthis Agreement, the Over-Allotment Option to purchase the Additional Units Shares at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). Purchase Price. 11.2 The Over-Allotment Option is exercisable may be exercised in whole or in part at any time or times and from time to time prior to its expiry in accordance with the provisions of this Agreement by the Lead Underwriter, on or before behalf of the Underwriters, by delivering to the Corporation written notice of exercise, setting out the number of Additional Shares to be purchased by the Underwriters, which notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 thirty (30) days following after the Closing Date. The Lead Underwriter, on behalf Upon furnishing of the Underwritersnotice, the Underwriters will severally (and not jointly nor jointly and severally) be committed to purchase the Additional Shares in the respective percentages set out in Section 6 of this Agreement and the Corporation will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may exercise be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the Purchased Shares and for market stabilization purposes permitted pursuant to Applicable Securities Laws. 11.3 In the event that the Over-Allotment Option from time to timeis exercised by the Underwriters and any of the Additional Shares are purchased by the Underwriters, the closing shall take place at the offices mentioned in whole Section 8 above, or in partat such other place as shall be agreed upon by the Underwriters and the Corporation, during the currency thereof by delivering written notice to the Company (the “on each Over-Allotment Notice”) specifying Closing Date. 11.4 At the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, Closing Time on the an Over-Allotment Closing Date, pay to the Company the aggregate purchase price if any, for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed subject to the terms and conditions contained in this Agreement, the Corporation shall deliver to the Underwriters a certificate or certificates representing Additional Shares against payment of the aggregate Purchase Price by wire transfer on such Over-Allotment Closing Date payable to the Company Corporation or, if requested, utilize the NCI System. The Corporation will, at the Closing Time on such Over-Allotment Closing Date, and upon such payment of the aggregate Purchase Price for the Additional Shares to the Corporation, make payment in full of the Underwriters' Fee and the Underwriters' Expenses relating to the Additional Shares purchased, which shall be made by the Corporation directing the Underwriters to withhold the Underwriters' Fee and the Underwriters' Expenses relating to the Additional Shares purchased from the payment of the aggregate Purchase Price for the Additional Shares. Furthermore, upon exercise Certificates representing the Additional Shares shall be registered in such names as the Underwriters may request provided such request is made two (2) Business Days prior to an Over-Allotment Closing Date. 11.5 The closing of the Over-Allotment Option, Option shall be conditional upon the Company shall issue and deliver that amount conditions of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions closing set forth hereinin Section 7 being satisfied at the Closing Time on the Over-Allotment Closing Date. (2) 11.6 In the event that the Company Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price Purchase Price and to the number of Additional Units and Additional Warrants Shares issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Company (Corporation not later than 5:00 p.m. on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Additional Units and/or Additional Warrants which the Underwriters wish Shares to purchase or arrange to have be purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Companydate (the "Option Closing Date") shall apply mutatis mutandis and time (the "Option Closing Time") on and at which such Additional Shares are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than two Business Days nor later than three Business Days after the date of delivery of such notice (except to the issuance of any Units and/or Additional Warrants pursuant extent a shorter or longer period shall be agreed to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall Corporation will be committed to issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, sell in accordance with and subject to the applicable provisions set forth hereinof this Agreement, the number of Additional Shares indicated in the notice. Additional Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering. (2) In the event that the Company shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Common the closing of the issuance and sale of that number of Additional Shares during in respect of which the period in which Underwriters are exercising the Over-Allotment Option is exercisableshall take place at the Option Closing Time at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Underwriters and the Corporation. (3) At the Option Closing Time, appropriate adjustments will be made the Corporation shall issue to the offering price and to the Underwriters that number of Additional Units and Additional Warrants issuable on exercise thereof such that Shares in respect of which the Underwriters are entitled to arrange for exercising the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Additional Shares electronically through the non-certificated inventory system of CDS against payment of US$3.40 per Additional Share by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Shares in the manner provided in the ninth paragraph of this letter against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the Underwritersconditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase up to an aggregate of [●] additional Ordinary Shares representing fifteen percent (15.0%) of the total number of Closing Units sold in the offering (the “Option Shares”) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Warrants sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less the $0.01 purchase price allocated to each Warrant) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, or solely Option Warrants (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of covering over-allotmentsthe Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the Over-Allotment Option Company and VStock Transfer, LLC as warrant agent (the “Warrant Agent”). The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. (ii) upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the Underwriter; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time, in whole or time in part, during on or before the currency thereof forty-fifth (45th) day following the date of the Final Prospectus, by delivering written notice from the Underwriter to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●]Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof (less $0.001 allocated to the warrants) and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the Ordinary Shares issuable upon exercise of covering overthe Pre-allotmentsFunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the OverCompany and VStock Transfer, LLC as warrant agent, and the Closing Pre-Allotment funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit [●]. The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. (ii) upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the Underwriter; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [10:00] [a.m.] ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the currency period commencing six months from the closing of the Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per share of the Ordinary Shares at the Offering. The Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by delivering written notice its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the Firm Shares in the Offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the Company (foregoing lock-up restrictions. Delivery of the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, executed Underwriter’s Warrant Agreement shall be made on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing and the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered Underwriter’s Warrant shall be issued in the name of “CDS & Co.” or names and in such other name authorized denominations as the Underwriters, on behalf of the Underwriters, Underwriter may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinrequest. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted 4.2.1. On the basis of the representations, warranties and covenants herein and subject to the Underwritersconditions herein, the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional shares of Common Stock, representing 15.0% of the Closing Shares and Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15.0% of the Closing Series A Warrants sold in the offering from the Company; and/or [●] Series B Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15.0% of the Closing Series B Warrants sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share shall be equal to the purchase price per Closing Unit set forth in Section 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of covering overCommon Stock issuable upon exercise of the Pre-allotmentsfunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, or for market stabilization purposesshall be issued pursuant to, and shall have the rights and privileges set forth in, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price form of $0.08 per Additional Warrant, so long and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. 4.2.2. upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering (as defined herein)Company agrees to issue and sell the Option Securities to the Underwriter; 4.2.3. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time, in whole or time in part, during on or before the currency thereof forty-fifth (45th) day following the date of the Final Prospectus, by delivering written notice from the Underwriter to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1) The Company has granted to the Underwriters, for the purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of the Purchased Unites sold under the Offering (as defined herein). The Over-Allotment Option is exercisable in whole or in part may be exercised by the Underwriters at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, may exercise the Over-Allotment Option and from time to time, in whole or in part, during the currency thereof part by delivering written notice to the Company Corporation not later than 5:00 p.m. (Eastern Time) on the “Over-Allotment Notice”) specifying 30th day after the Closing Date, which notice will specify the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have be purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Companydate (the "Option Closing Date") shall apply mutatis mutandis and time (the "Option Closing Time") on and at which such Additional Units are to be purchased. Such Option Closing Date may be the same as (but not earlier than) the Closing Date and will not be earlier than two Business Days nor later than three Business Days after the date of delivery of such notice (except to the issuance of any Units and/or Additional Warrants pursuant extent a shorter or longer period shall be agreed to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company Corporation). Subject to the terms of this Agreement, upon the Underwriters furnishing this notice, the Underwriters will be committed to purchase, in the respective percentages set forth in Section 22, and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall Corporation will be committed to issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, sell in accordance with and subject to the applicable provisions set forth hereinof this Agreement, the number of Additional Units indicated in the notice. Additional Units may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the Offering. (2) In the event that the Company shall subdivideOver-Allotment Option is exercised in accordance with its terms, consolidate, reclassify or otherwise change its Common Shares during the period closing of the issuance and sale of that number of Additional Units in respect of which the Underwriters are exercising the Over-Allotment Option shall take place at the Option Closing Time at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP or at such other place as may be agreed to by the Underwriters and the Corporation; provided that separate certificates (in physical or electronic form as the Lead Underwriter may advise) shall be issued to or in respect of each U.S. Accredited Investor, if any, that is exercisablepurchasing Additional Units at the Option Closing Time, appropriate adjustments will be made registered in the name of such U.S. Accredited Investor or its nominee or as otherwise directed by the Lead Underwriter. (3) At the Option Closing Time, the Corporation shall issue to the offering price and to the Underwriters that number of Additional Units Unit Shares and Additional Warrants issuable on exercise thereof such that in respect of which the Underwriters are entitled to arrange for exercising the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior and deposit with CDS or its nominee, if requested by the Lead Underwriter, the Unit Shares and Warrants electronically through the non-certificated inventory system of CDS against payment of C$0.90 per Additional Unit by wire transfer or certified cheque payable to such subdivisionthe Corporation or as otherwise directed by the Corporation. (4) Concurrently with the deliveries and payment under paragraph (3), consolidation, reclassification the Corporation shall pay the Underwriting Fee applicable to the Additional Units in the manner provided in the ninth paragraph of this Agreement against delivery of a receipt for that payment. (5) The obligation of the Underwriters to make any payment or changedelivery contemplated by this Section 16 is subject to the conditions set forth in Section 15.

Over Allotment Option. (1) The Company has granted 4.2.1. On the basis of the representations, warranties and covenants herein and subject to the Underwritersconditions herein, the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional shares of Common Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company; and [●] Series B Warrants, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share shall be equal to the price per Closing Unit set forth in Section 4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is exercisable, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, solely Option Shares, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities”. The Securities and the shares of covering overCommon Stock issuable upon exercise of the Pre-allotmentsfunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, or for market stabilization purposesshall be issued pursuant to, and shall have the rights and privileges set forth in, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price form of $0.08 per Additional Warrant, so long and the Closing Pre-funded Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, the form of Pre-funded Warrant. The offering and sale of the Public Securities is herein referred to as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. 4.2.2. Upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering (as defined herein)Company agrees to issue and sell the Option Securities to the Underwriter. 4.2.3. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time, in whole or time in part, during on or before the currency thereof forty-fifth (45th) day following the date of the Final Prospectus, by delivering written notice from the Underwriter to the Company (the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered in the name of “CDS & Co.” or in such other name as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.

Over Allotment Option. (1a) The Company has granted Corporation hereby grants to the Underwriters, for the purpose of covering over-allotments, if any, or and for market stabilization purposes, the Over-Allotment Option to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the exercise of the Over-Allotment Option does not exceed 15% of Units and the Purchased Unites sold under the Offering (as defined herein)Over-Allotment Flow- Through Shares. The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days 30th day following the Closing Date. The Lead UnderwriterFor greater certainty, the Underwriters shall be paid the Commission and issued Brokers’ Warrants in respect of the issue and sale of any Over-Allotment Units and Over-Allotment Flow-Through Shares purchased pursuant to the exercise of the Over-Allotment Option on the day of issue of the Over-Allotment Units or the Over-Allotment Flow-Through Shares. Canaccord, on its own behalf and on behalf of the Underwriters, may exercise the Over-Over- Allotment Option from time to time, in whole or in part, part from time to time during the currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment Notice”) specifying the number of Additional Over-Allotment Units and/or Additional Warrants and Over- Allotment Flow-Through Shares which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Personspurchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, on the Closing Date, which shall be a date that is not less than three Business Days and not more than seven Business Days after the date of the Over-Allotment Closing DateNotice (such day to be agreed between the Underwriters and the Corporation, each acting reasonably), pay to the Company Corporation the aggregate purchase price for the Additional Over- Allotment Units and/or Additional Warrants Over-Allotment Flow-Through Shares so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date in Canadian currency payable at par in Toronto, Ontario against delivery of one or more certificates in definitive form representing the Unit Shares and Warrants comprising the Additional Over-Allotment Units and/or Additional Warrants Flow-Through Shares comprising the Over-Allotment Flow-Through Shares, registered in the name of “CDS & Co.” or in such other name or names as the Underwriters, on behalf of the Underwriters, may direct. Notwithstanding the foregoing, if the Company determines to issue Underwriters direct (provided that any of the Unit Shares and/or or Warrants comprising sold in the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the United States or to U.S. Persons pursuant to Schedule “non-certificated inventoryA” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters individually certificated and shall not be included in writing in sufficient time prior to the Closing Date to permit such creditingany global certificate). The applicable terms, conditions and provisions of this Underwriting Agreement (including including, without limitation, the provisions of Section 6 section 11 relating to closing Closing deliveries unless otherwise agreed to by the Underwriters Corporation and the CompanyUnderwriters) shall apply mutatis mutandis to the Closing of the issuance of any Over-Allotment Units and/or Additional Warrants Over-Allotment Flow-Through Shares pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth herein. (2b) In the event that the Company Corporation shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Over- Allotment Option is exercisable, appropriate adjustments will be made to the offering price Unit Issue Price and/or FTS Issue Price, as applicable, and to the number of Additional Over- Allotment Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such and/or Over-Allotment Option immediately prior to such subdivisionFlow-Through Shares, consolidation, reclassification or change.as applicable,

Over Allotment Option. (1) The Company has granted On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.001 per Option Warrant. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the purpose “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of covering overthe Pre-allotmentsFunded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or for market stabilization purposesbefore the Closing Date, between the OverCompany and VStock Transfer, LLC as warrant agent, and the Closing Pre-Allotment funded Warrants and the Option Pre-funded Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit [●]. The offering and sale of the Public Securities is herein referred to purchase Additional Units at the Offering Price and/or Additional Warrants at a price of $0.08 per Additional Warrant, so long as the aggregate number Common Shares and Additional Warrants issued pursuant to the “Offering”. (ii) upon an exercise of the Over-Allotment Option does not exceed 15% of and subject to the Purchased Unites sold under terms and conditions herein, the Offering Company agrees to issue and sell the Option Securities to the several Underwriters; (as defined herein). iii) The Over-Allotment Option is exercisable in whole or in part at any time or times on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Lead Underwriter, on behalf of the Underwriters, Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment Exercise Notice”). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Representative at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [5:00] [p.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Representative’s services, the Company shall issue to the Representative or its designees at the closing of the Offering warrants (the “Representative’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of ordinary shares sold in the Offering. The Representative’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the currency period commencing six months from the commencement of sales of the Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Ordinary Share in the Offering. The Representative’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Representative’s Securities.” The Representative understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Firm Shares in the Offering and by delivering written notice its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Representative’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the Company (foregoing lock-up restrictions. Delivery of the “Over-Allotment Notice”) specifying the number of Additional Units and/or Additional Warrants which the Underwriters wish to purchase or arrange to have purchased by one or more Substituted Purchasers in the United States or who are U.S. Persons. If the Underwriters exercise the Over-Allotment Option, the Underwriters shall, executed Representative’s Warrant Agreement shall be made on the Over-Allotment Closing Date, pay to the Company the aggregate purchase price for the Additional Units and/or Additional Warrants so purchased by wire transfer, certified cheque or bank draft dated the Over-Allotment Closing Date against delivery of one or more certificates in definitive form representing and the Unit Shares and Warrants comprising the Additional Units and/or Additional Warrants registered Representative’s Warrant shall be issued in the name of “CDS & Co.” or names and in such other name authorized denominations as the Underwriters, on behalf of the Underwriters, Representative may direct. Notwithstanding the foregoing, if the Company determines to issue any of the Unit Shares and/or Warrants comprising the Additional Units and/or the Additional Warrants as book-entry only securities in accordance with the “non-certificated inventory” rules and procedures of CDS, then as an alternative or in addition to the Company delivering one or more definitive certificates representing the Unit Shares and/or Warrants, the Underwriters will provide a direction to CDS with respect to the crediting of the Unit Shares and / or the Warrants to the accounts of participants of CDS as shall be designated by the Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Underwriting Agreement (including the provisions of Section 6 relating to closing deliveries unless otherwise agreed to by the Underwriters and the Company) shall apply mutatis mutandis to the issuance of any Units and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option, except as otherwise agreed by the Company and the Underwriters. Furthermore, upon exercise of the Over-Allotment Option, the Company shall issue and deliver that amount of Compensation Option Certificates to the Lead Underwriter, on behalf of the Underwriters, in accordance with the applicable provisions set forth hereinrequest. (2) In the event that the Company shall subdivide, consolidate, reclassify or otherwise change its Common Shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be made to the offering price and to the number of Additional Units and Additional Warrants issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or change.