Common use of Restrictions on Transferability of Securities Clause in Contracts

Restrictions on Transferability of Securities. The undersigned realizes that the Securities and the Common Shares issuable upon exercise of the Warrants are not, and will not be, registered under the Securities Act, will be "restricted securities" as defined in Rule 144 thereunder, and the offer and sale of such Securities to it are being made in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and similar exemptions under applicable securities laws of any state of the United States. The undersigned also understands that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Securities Act or any applicable state securities laws, that the Company has not agreed to comply with any exemption under the Securities Act or any such laws for the resale of the Securities, and that certain resale provisions of that regulation may not be available to the undersigned unless certain conditions are satisfied. Hence, the undersigned understands that, by virtue of the provisions of certain rules promulgated under the Securities Act and relating to "restricted securities," the Securities which the undersigned has subscribed for hereby may need to be held indefinitely, unless and until subsequently registered under the Securities Act and/or applicable state securities laws, or unless an exemption from registration is available, in which case the undersigned may still be limited with respect to the extent to which such Securities may be transferred, and that all certificates or statements evidencing such Securities shall bear, and be subject to the conditions of, the following legend(s), as applicable: provided, that if, the Securities are being sold in compliance with the requirements of Rule 904 and in compliance with applicable local laws and regulations, and provided that the Securities were issued when the Company qualified as a "foreign issuer" (as defined in Rule 902(e) of Regulation S under the Securities Act), the legend may be removed by providing a customary declaration to the Company and to its transfer agent, in the form attached hereto as Appendix I or as may be reasonably required by the Company or the transfer agent; provided further, if any of the Securities are being sold pursuant to Rule 144, if available, the legend shall be removed by delivering to the Company and the transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent, to the effect that the legend is no longer required under applicable requirements of the Securities Act. The undersigned agrees that by accepting the Securities it shall be representing and warranting that the representations and warranties above are true as at the Closing with the same force and effect as if they had been made by it at the Closing and that they shall survive the purchase by it of the Securities and shall continue in full force and effect notwithstanding any subsequent disposition by it of the Securities. The foregoing representations and warranties are true and accurate as of the date of this U.S. Accredited Investor Confirmation Certificate and will be true and accurate as of the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants. If any such representations and warranties shall not be true and accurate prior to the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants, the Purchaser shall give immediate written notice of such fact to the Company and to the Placement Agent. DATED as of January 8, 2025. PARAFI VENTURE FUND II LP, by PARAFI CAPITAL LP, its investment manager

Restrictions on Transferability of Securities. The undersigned realizes that the Securities and the Common Shares issuable upon exercise of the Warrants are not, and will not be, registered under the Securities Act, will be "restricted securities" as defined in Rule 144 thereunder, and the offer and sale of such Securities to it are being made in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and similar exemptions under applicable securities laws of any state of the United States. The undersigned also understands that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Securities Act or any applicable state securities laws, that the Company has not agreed to comply with any exemption under the Securities Act or any such laws for the resale of the Securities, and that certain resale provisions of that regulation may not be available to the undersigned unless certain conditions are satisfied. Hence, the undersigned understands that, by virtue of the provisions of certain rules promulgated under the Securities Act and relating to "restricted securities," the Securities which the undersigned has subscribed for hereby may need to be held indefinitely, unless and until subsequently registered under the Securities Act and/or applicable state securities laws, or unless an exemption from registration is available, in which case the undersigned may still be limited with respect to the extent to which such Securities may be transferred, and that all certificates or statements evidencing such Securities shall bear, and be subject to the conditions of, the following legend(s), as applicable: provided, that if, the Securities are being sold in compliance with the requirements of Rule 904 and in compliance with applicable local laws and regulations, and provided that the Securities were issued when the Company qualified as a "foreign issuer" (as defined in Rule 902(e) of Regulation S under the Securities Act), the legend may be removed by providing a customary declaration to the Company and to its transfer agent, in the form attached hereto as Appendix I or as may be reasonably required by the Company or the transfer agent; provided further, if any of the Securities are being sold pursuant to Rule 144, if available, the legend shall be removed by delivering to the Company and the transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent, to the effect that the legend is no longer required under applicable requirements of the Securities Act. The undersigned agrees that by accepting the Securities it shall be representing and warranting that the representations and warranties above are true as at the Closing with the same force and effect as if they had been made by it at the Closing and that they shall survive the purchase by it of the Securities and shall continue in full force and effect notwithstanding any subsequent disposition by it of the Securities. The foregoing representations and warranties are true and accurate as of the date of this U.S. Accredited Investor Confirmation Certificate and will be true and accurate as of the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants. If any such representations and warranties shall not be true and accurate prior to the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants, the Purchaser shall give immediate written notice of such fact to the Company and to the Placement Agent. DATED as of January 8, 2025. PARAFI VENTURE FUND II QUANTITATIVE STRATEGIES LP, by PARAFI CAPITAL LP, its investment manager

Restrictions on Transferability of Securities. The undersigned realizes that the Securities and the Common Shares issuable upon exercise of the Warrants are not, and will not be, registered under the Securities Act, will be "restricted securities" as defined in Rule 144 thereunder, and the offer and sale of such Securities to it are being made in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and similar exemptions under applicable securities laws of any state of the United States. The undersigned also understands that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Securities Act or any applicable state securities laws, that the Company has not agreed to comply with any exemption under the Securities Act or any such laws for the resale of the Securities, and that certain resale provisions of that regulation may not be available to the undersigned unless certain conditions are satisfied. Hence, the undersigned understands that, by virtue of the provisions of certain rules promulgated under the Securities Act and relating to "restricted securities," the Securities which the undersigned has subscribed for hereby may need to be held indefinitely, unless and until subsequently registered under the Securities Act and/or applicable state securities laws, or unless an exemption from registration is available, in which case the undersigned may still be limited with respect to the extent to which such Securities may be transferred, and that all certificates or statements evidencing such Securities shall bear, and be subject to the conditions of, the following legend(s), as applicable: providedTHE SECURITIES REPRESENTED HEREBY [for Debentures, that ifadd: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] [for Warrants, the Securities are being sold in compliance with the requirements of Rule 904 and in compliance with applicable local laws and regulationsadd: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, and provided that the Securities were issued when the Company qualified as a "foreign issuer" AS AMENDED (as defined in Rule 902(e) of Regulation S under the Securities Act), the THE [for Warrants add: THE WARRANT REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES legend may be removed by providing a customary declaration to the Company and to its transfer agent, in the form attached hereto as Appendix I or as may be reasonably required by the Company or the transfer agent; provided further, if any of the Securities are being sold pursuant to Rule 144, if available, the legend shall be removed by delivering to the Company and the transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent, to the effect that the legend is no longer required under applicable requirements of the Securities Act. The undersigned agrees that by accepting the Securities it shall be representing and warranting that the representations and warranties above are true as at the Closing with the same force and effect as if they had been made by it at the Closing and that they shall survive the purchase by it of the Securities and shall continue in full force and effect notwithstanding any subsequent disposition by it of the Securities. The foregoing representations and warranties are true and accurate as of the date of this U.S. Accredited Investor Confirmation Certificate and will be true and accurate as of the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants. If any such representations and warranties shall not be true and accurate prior to the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants, the Purchaser shall give immediate written notice of such fact to the Company and to the Placement Agent. DATED Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Operating Officer The undersigned (A) acknowledges that the sale of _ (Securities), represented by the _ , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States and (B) certifies that (1) the undersigned is not (i) a distributor (as that term is defined in Rule 902 of Regulation S under the 1933 Act), (ii) an affiliate (as that term is as defined in Rule 144(a)(1) under the 1933 Act or is such an affiliate solely by virtue of being an officer and/or director thereof) of the Corporation, (iii) an affiliate of a distributor, or (iv) acting on behalf of any of the foregoing; (2) the offer of the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the Canadian Securities Exchange or another designated offshore securities market as defined in Regulation S and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a U.S. person or a buyer in the United States; (3) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities, and (4) the sale will be bona fide and not for the the seller does not and will not intend to replace the securities to be sold in reliance on Rule 904 of the 1933 Act with fungible unrestricted securities; (6) the sale will not be a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S. By: Date: Signature Name: (please print) We have read the foregoing representations of our customer, (Securities), represented by certificate number of the Issuer described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, and (B) we have no belief that the resentations set forth above are not full, true and correct, and (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities. Terms used herein have the meanings given to them by Regulation S. By: Authorized Officer Date: Dated and effective January 8[ ], 2025. PARAFI VENTURE FUND II LP, by PARAFI CAPITAL LP, its investment manager

Restrictions on Transferability of Securities. The undersigned realizes that the Securities and the Common Shares issuable upon exercise of the Warrants are not, and will not be, registered under the Securities Act, will be "restricted securities" as defined in Rule 144 thereunder, and the offer and sale of such Securities to it are being made in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and similar exemptions under applicable securities laws of any state of the United States. The undersigned also understands that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Securities Act or any applicable state securities laws, that the Company has not agreed to comply with any exemption under the Securities Act or any such laws for the resale of the Securities, and that certain resale provisions of that regulation may not be available to the undersigned unless certain conditions are satisfied. Hence, the undersigned understands that, by virtue of the provisions of certain rules promulgated under the Securities Act and relating to "restricted securities," the Securities which the undersigned has subscribed for hereby may need to be held indefinitely, unless and until subsequently registered under the Securities Act and/or applicable state securities laws, or unless an exemption from registration is available, in which case the undersigned may still be limited with respect to the extent to which such Securities may be transferred, and that all certificates or statements evidencing such Securities shall bear, and be subject to the conditions of, the following legend(s), as applicable: providedTHE SECURITIES REPRESENTED HEREBY [for Debentures, that ifadd: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] [for Warrants, the Securities are being sold in compliance with the requirements of Rule 904 and in compliance with applicable local laws and regulationsadd: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, and provided that the Securities were issued when the Company qualified as a "foreign issuer" AS AMENDED (as defined in Rule 902(e) of Regulation S under the Securities Act), the THE [for Warrants add: THE WARRANT REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES legend may be removed by providing a customary declaration to the Company and to its transfer agent, in the form attached hereto as Appendix I or as may be reasonably required by the Company or the transfer agent; provided further, if any of the Securities are being sold pursuant to Rule 144, if available, the legend shall be removed by delivering to the Company and the transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent, to the effect that the legend is no longer required under applicable requirements of the Securities Act. The undersigned agrees that by accepting the Securities it shall be representing and warranting that the representations and warranties above are true as at the Closing with the same force and effect as if they had been made by it at the Closing and that they shall survive the purchase by it of the Securities and shall continue in full force and effect notwithstanding any subsequent disposition by it of the Securities. The foregoing representations and warranties are true and accurate as of the date of this U.S. Accredited Investor Confirmation Certificate and will be true and accurate as of the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants. If any such representations and warranties shall not be true and accurate prior to the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants, the Purchaser shall give immediate written notice of such fact to the Company and to the Placement Agent. DATED Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Operating Officer The undersigned (A) acknowledges that the sale of _ (Securities), represented by the _ , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States and (B) certifies that (1) the undersigned is not (i) a distributor (as that term is defined in Rule 902 of Regulation S under the 1933 Act), (ii) an affiliate (as that term is as defined in Rule 144(a)(1) under the 1933 Act or is such an affiliate solely by virtue of being an officer and/or director thereof) of the Corporation, (iii) an affiliate of a distributor, or (iv) acting on behalf of any of the foregoing; (2) the offer of the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the Canadian Securities Exchange or another designated offshore securities market as defined in Regulation S and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a U.S. person or a buyer in the United States; (3) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities, and (4) the sale will be bona fide and not for the ▇▇▇ in Rule 144(a)(3) under the 1933 Act); (5) the seller does not and will not intend to replace the securities to be sold in reliance on Rule 904 of the 1933 Act with fungible unrestricted securities; (6) the sale will not be a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S. By: Date: Signature Name: (please print) -Dealer We have read the foregoing representations of our customer, regard to our (Securities), represented by certificate number of the Issuer described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, and (B) we have no belief that the neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities. Terms used herein have the meanings given to them by Regulation S. By: Authorized Officer Date: Dated and effective January 8[ ], 2025. PARAFI VENTURE FUND II LP, by PARAFI CAPITAL LP, its investment manager

Restrictions on Transferability of Securities. The undersigned realizes that the Securities and the Common Shares issuable upon exercise of the Warrants are not, and will not be, registered under the Securities Act, will be "restricted securities" as defined in Rule 144 thereunder, and the offer and sale of such Securities to it are being made in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and similar exemptions under applicable securities laws of any state of the United States. The undersigned also understands that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Securities Act or any applicable state securities laws, that the Company has not agreed to comply with any exemption under the Securities Act or any such laws for the resale of the Securities, and that certain resale provisions of that regulation may not be available to the undersigned unless certain conditions are satisfied. Hence, the undersigned understands that, by virtue of the provisions of certain rules promulgated under the Securities Act and relating to "restricted securities," the Securities which the undersigned has subscribed for hereby may need to be held indefinitely, unless and until subsequently registered under the Securities Act and/or applicable state securities laws, or unless an exemption from registration is available, in which case the undersigned may still be limited with respect to the extent to which such Securities may be transferred, and that all certificates or statements evidencing such Securities shall bear, and be subject to the conditions of, the following legend(s), as applicable: provided, that if, the Securities are being sold in compliance with the requirements of Rule 904 and in compliance with applicable local laws and regulations, and provided that the Securities were issued when the Company qualified as a "foreign issuer" (as defined in Rule 902(e) of Regulation S under the Securities Act), the legend may be removed by providing a customary declaration to the Company and to its transfer agent, in the form attached hereto as Appendix I or as may be reasonably required by the Company or the transfer agent; provided further, if any of the Securities are being sold pursuant to Rule 144, if available, the legend shall be removed by delivering to the Company and the transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent, to the effect that the legend is no longer required under applicable requirements of the Securities Act. The undersigned agrees that by accepting the Securities it shall be representing and warranting that the representations and warranties above are true as at the Closing with the same force and effect as if they had been made by it at the Closing and that they shall survive the purchase by it of the Securities and shall continue in full force and effect notwithstanding any subsequent disposition by it of the Securities. The foregoing representations and warranties are true and accurate as of the date of this U.S. Accredited Investor Confirmation Certificate and will be true and accurate as of the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants. If any such representations and warranties shall not be true and accurate prior to the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants, the Purchaser shall give immediate written notice of such fact to the Company and to the Placement Agent. DATED as of January 8, 2025. PARAFI VENTURE FUND II LPName: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Operating Officer The undersigned (A) acknowledges that the sale of __________________ (Securities), represented by PARAFI CAPITAL LPthe Issuer's certificate number ________________ , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "1933 Act"), and (B) certifies that (1) the undersigned is not (i) a distributor (as that term is defined in Rule 902 of Regulation S under the 1933 Act), (ii) an affiliate (as that term is as defined in Rule 144(a)(1) under the 1933 Act or is such an affiliate solely by virtue of being an officer and/or director thereof) of the Corporation, (iii) an affiliate of a distributor, or (iv) acting on behalf of any of the foregoing; (2) the offer of such securities was not made to a "US Person" or to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its investment managerbehalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the Canadian Securities Exchange or another designated offshore securities market as defined in Regulation S and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a U.S. person or a buyer in the United States; (3) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities, and (4) the sale will be bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as such term is defined in Rule 144(a)(3) under the 1933 Act); (5) the seller does not and will not intend to replace the securities to be sold in reliance on Rule 904 of the 1933 Act with fungible unrestricted securities; (6) the sale will not be a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S. By: Date: Signature (please print) We have read the foregoing representations of our customer, _____________________________ (the "Seller"), dated __________________________, with regard to our sale, for such Seller's account, of the __________________________ (Securities), represented by certificate number ______________ of the Issuer described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, and (B) we have no belief that the Seller's representations set forth above are not full, true and correct, and (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities. Terms used herein have the meanings given to them by Regulation S. By: _____________________________________ Authorized Officer Date: _____________________________________ EXHIBIT "B" (see attached) Dated and effective January [•], 2025

Restrictions on Transferability of Securities. The undersigned realizes that the Securities and the Common Shares issuable upon exercise of the Warrants are not, and will not be, registered under the Securities Act, will be "restricted securities" as defined in Rule 144 thereunder, and the offer and sale of such Securities to it are being made in reliance upon Rule 506(b) of Regulation D and/or Section 4(a)(2) of the Securities Act and similar exemptions under applicable securities laws of any state of the United States. The undersigned also understands that the Company has not agreed to register the Securities for distribution in accordance with the provisions of the Securities Act or any applicable state securities laws, that the Company has not agreed to comply with any exemption under the Securities Act or any such laws for the resale of the Securities, and that certain resale provisions of that regulation may not be available to the undersigned unless certain conditions are satisfied. Hence, the undersigned understands that, by virtue of the provisions of certain rules promulgated under the Securities Act and relating to "restricted securities," the Securities which the undersigned has subscribed for hereby may need to be held indefinitely, unless and until subsequently registered under the Securities Act and/or applicable state securities laws, or unless an exemption from registration is available, in which case the undersigned may still be limited with respect to the extent to which such Securities may be transferred, and that all certificates or statements evidencing such Securities shall bear, and be subject to the conditions of, the following legend(s), as applicable: providedTHE SECURITIES REPRESENTED HEREBY [for Debentures, that ifadd: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] [for Warrants, the Securities are being sold in compliance with the requirements of Rule 904 and in compliance with applicable local laws and regulationsadd: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, and provided that the Securities were issued when the Company qualified as a "foreign issuer" AS AMENDED (as defined in Rule 902(e) of Regulation S under the Securities Act), the THE [for Warrants add: THE WARRANT REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES legend may be removed by providing a customary declaration to the Company and to its transfer agent, in the form attached hereto as Appendix I or as may be reasonably required by the Company or the transfer agent; provided further, if any of the Securities are being sold pursuant to Rule 144, if available, the legend shall be removed by delivering to the Company and the transfer agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent, to the effect that the legend is no longer required under applicable requirements of the Securities Act. The undersigned agrees that by accepting the Securities it shall be representing and warranting that the representations and warranties above are true as at the Closing with the same force and effect as if they had been made by it at the Closing and that they shall survive the purchase by it of the Securities and shall continue in full force and effect notwithstanding any subsequent disposition by it of the Securities. The foregoing representations and warranties are true and accurate as of the date of this U.S. Accredited Investor Confirmation Certificate and will be true and accurate as of the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants. If any such representations and warranties shall not be true and accurate prior to the Closing or as of the conversion of Debentures, the issuance of Interest Shares or exercise of Warrants, the Purchaser shall give immediate written notice of such fact to the Company and to the Placement Agent. DATED Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Operating Officer The undersigned (A) acknowledges that the sale of _ (Securities), represented by the _ , to which this declaration relates, has been made in reliance on Rule 904 of Regulation S under the United States and (B) certifies that (1) the undersigned is not (i) a distributor (as that term is defined in Rule 902 of Regulation S under the 1933 Act), (ii) an affiliate (as that term is as defined in Rule 144(a)(1) under the 1933 Act or is such an affiliate solely by virtue of being an officer and/or director thereof) of the Corporation, (iii) an affiliate of a distributor, or (iv) acting on behalf of any of the foregoing; (2) the offer of the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, or (B) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the Canadian Securities Exchange or another designated offshore securities market as defined in Regulation S and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a U.S. person or a buyer in the United States; (3) neither the seller nor any person acting on its behalf engaged in any directed selling efforts in connection with the offer and sale of such securities, and (4) the sale will be bona fide and not for the the seller does not and will not intend to replace the securities to be sold in reliance on Rule 904 of the 1933 Act with fungible unrestricted securities; (6) the sale will not be a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Terms used herein have the meanings given to them by Regulation S. By: Date: Signature Name: (please print) -Dealer We have read the foregoing representations of our customer, (Securities), represented by certificate number of the Issuer described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, and (B) we have no belief that the forth above are not full, true and correct, and (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities. Terms used herein have the meanings given to them by Regulation S. By: Authorized Officer Date: Dated and effective January 8[ ], 2025. PARAFI VENTURE FUND II LP, by PARAFI CAPITAL LP, its investment manager