13260917 Canada Inc. - Capital/Financing Update 2021

EXECUTION VERSION

AGENCY AGREEMENT

April 27, 2021

iCo Therapeutics Inc. 777 Hornby Street Vancouver, British Columbia, V6Z 2T3

Attention: William Jarosz, Chief Executive Officer

Dear Sir:

Bloom Burton Securities Inc. (the “ Lead Agent ”) and Richardson Wealth Ltd. (collectively, the “ Agents ”) understand that iCo Therapeutics Inc. (the “ Corporation ”) proposes to issue and sell up to 85,294,117 subscription receipts of the Corporation (“ Subscription Receipts ”) at a purchase price of CAD$0.085 per Subscription Receipt (the “ Offering Price ”) for aggregate gross proceeds of up to CAD$7,249,999.95 (the “ Offering ”). Each Subscription Receipt will entitle the holder to receive prior to August 22, 2021 (the “ Escrow Deadline Date ”), without payment of any additional consideration, one common share of the Corporation (each an “ Underlying Share ”) upon receipt by the Subscription Receipt Agent (as defined herein) of a release notice (the “ Release Notice ”) from the Corporation and the Lead Agent, for and on behalf the Agents, confirming the satisfaction or waiver, as applicable, of the following escrow release conditions (collectively, the “ Escrow Release Conditions ”): (a) the completion, satisfaction, or waiver by the Corporation or Satellos (as defined herein) of all conditions precedent to the Transaction (as defined herein) as set out in the Arrangement Agreement (as defined herein), (b) the receipt of the TSXV (as defined herein) conditional approval for the listing of the Resulting Issuer Shares (as defined herein) issuable in connection with the Offering, and (c) the receipt of all required shareholder and regulatory approvals and third party consents necessary to complete the Offering.

The gross proceeds of the Offering, together with all interest and other income accrued thereon (the “ Escrowed Funds ”), will be held by the Subscription Receipt Agent and, at the direction of the Corporation and the Lead Agent, deposited in one or more interest bearing trust accounts, or in a Government of Canada short-term debt obligation or other short-term investment-grade debt obligation(s), pending the receipt by the Subscription Receipt Agent of the Release Notice, pursuant to the terms of the Subscription Receipt Agreement (as defined herein). If the Release Notice is received by the Subscription Receipt Agent on or before 5:00 p.m. (Vancouver time) on the Escrow Deadline Date, then following such satisfaction or waiver, the Subscription Receipt Agent will release, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred: (i) the deposited Agency Fee (as defined herein) together with the all interest earned thereon, to the Lead Agent; and (ii) the remaining Escrowed Funds to the Corporation, and each holder of Subscription Receipts will receive one Underlying Share for each Subscription Receipt held, without payment of additional consideration or further action on the part of the holder.

If the Escrow Release Conditions are not satisfied or waived or do not occur on or prior to the Escrow Deadline Date, then on or before the three business day following the Escrow Deadline Date, the Escrowed Funds will be returned to the holders of the Subscription Receipts in an amount per Subscription Receipt equal to: (i) the aggregate Offering Price; and (ii) a pro rata portion of any interest accrued thereon less any applicable withholding tax, and the Subscription Receipts will be cancelled. To the extent that the Escrowed Funds are insufficient to refund 100% of the aggregate Offering Price of the Subscription Receipts to the holders thereof, the Corporation shall be solely responsible for contributing all such amounts as are necessary to satisfy any shortfall.

DEFINITIONS

In this Agreement,

“ affiliate ”, and “ associate ” shall have the respective meanings ascribed thereto in the Securities Act (British Columbia);

“ Agency Fee ” has the meaning ascribed thereto in Section 7 of this Agreement;

“ Agents ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Agents’ Expenses ” has the meaning ascribed thereto in Section 13 of this Agreement;

“ Agreement ” means this agreement between the Corporation and the Agents dated as of the date hereof;

“ AmpB Tech ” means Amphotericin B Technologies, Inc., a corporation existing under the laws of the province of British Columbia, Canada;

“ Annual Financial Statements ” means the audited annual consolidated financial statements of the Corporation for the fiscal year ended December 31, 2019 and 2018;

“ Arrangement Agreement ” means the arrangement agreement dated March 21, 2021 between the Corporation and Satellos, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“ Applicable IP Laws ” means all applicable federal, provincial, state and local laws and regulations applicable to Intellectual Property in Canada, the United States and the jurisdictions in which the Corporation and/or the Subsidiaries have registered Intellectual Property;

“ Applicable Securities Laws ” means collectively, the Canadian Securities Laws, the U.S. Securities Laws, and applicable securities laws of such other Selling Jurisdiction;

“ Broker Shares ” means the Common Shares issuable upon exercise of any Broker Warrants;

“ Broker Warrant Certificate ” means the form of certificate representing the Broker Warrants, which contains the terms and conditions of the Broker Warrants;

“ Broker Warrants ” has the meaning given to it in Section 7;

“ Business Day ” means a day on which the major banks are open in Vancouver, British Columbia and Toronto, Ontario and which is not a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia or Toronto, Ontario;

“ Canadian Securities Laws ” means, collectively, the applicable securities laws of each of the Canadian Selling Jurisdictions, and, in each case, the respective regulations, rules and orders made and forms prescribed thereunder together with all applicable published policy statements, blanket orders and rulings of the securities regulators in the Canadian Selling Jurisdictions;

“ Canadian Selling Jurisdictions ” has the meaning ascribed thereto subsection 2(a)(i) of this Agreement;

“ CDS ” means CDS Clearing and Depository Services Inc.;

“ CIPO ” means the Canadian Intellectual Property Office;

“ Claims ” has the meaning ascribed thereto in Section 12 of this Agreement;

“ Clinic Sub ” means iCo Therapeutics Australia Pty. Ltd., a corporation existing under the laws of Australia;

“ Clinical Trials ” has the meaning ascribed thereto in subsection 4(mmm) of this Agreement;

“ Closing ” means the closing of the issue and sale by the Corporation of the Subscription Receipts;

“ Closing Date ” means April 22, 2021 or such other date or dates as the Corporation and the Agents may agree upon in writing;

“ Closing Time ” means 7:00 a.m. (Vancouver time) on the Closing Date or such other time as the Corporation and the Agents may agree;

“ Common Shares ” means the common shares in the capital of the Corporation;

“ Corporation ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Corporation IP ” means the Intellectual Property that has been developed by or for or is being developed by or for the Corporation and/or the Subsidiaries or that is being used by the Corporation and/or the Subsidiaries, other than Licensed IP, including without limitation the Intellectual Property identified on Section 3.1(s) of the iCo Disclosure Letter;

“ Corporation’s Auditors ” means such firm of accountants as the Corporation may have appointed or may from time to time appoint as auditors of the Corporation;

“ Due Diligence Session ” has the meaning ascribed thereto in subsection 4(iii) of this Agreement;

“ Enforceability Qualifications ” means (a) bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally, (b) the application of equitable principles when equitable remedies are sought, including the remedies of specific performance and injunctive relief, and (c) applicable laws limiting rights to indemnity, contribution, waiver, and the ability to sever unenforceable terms;

“ Environmental Laws ” has the meaning ascribed thereto in subsection 4(dd) of this Agreement;

“ Escrow Deadline Date ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Escrowed Funds ” has the meaning ascribed thereto in the second paragraph of this Agreement;

“ Escrow Release Conditions ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ FDA ” means the U.S. Food and Drug Administration of the U.S. Department of Health & Human Services;

“ Financial Statements ” means (i) the Annual Financial Statements; and (ii) the unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2020 and 2019;

“ Governmental Authority ” means any: (i) domestic or foreign government, including any federal, municipal, provincial, state or territorial government, (ii) government or quasi-governmental authority of any nature (including any governmental agency, branch, commission, department or other entity and any court or other tribunal), (iii) certification authority, multinational organization, or (iv) other body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature;

“ iCo Disclosure Letter ” means the disclosure letter executed by the Corporation dated March 21, 2021 and delivered to Satellos in connection the Arrangement Agreement;

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“ Indemnified Party ” has the meaning ascribed thereto in Section 12 of this Agreement;

“ Intellectual Property ” means intellectual property rights, including: (i) all patents, patent rights, inventions, industrial designs and licenses; (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works in whatever form or medium; (iv) registrations, applications and renewals for any of the foregoing; (v) proprietary computer software (including but not limited to data, data bases and documentation); and (vi) trade secrets, confidential information and know-how;

“ Letter Agreement ” means the letter agreement dated March 4, 2021 between the Corporation and the Lead Agent;

“ Licensed IP ” means the Intellectual Property owned by any person other than the Corporation and the Subsidiaries and which the Corporation and/or the Subsidiaries uses, including without limitation Licensed IP identified in Section 3.1(s) of the iCo Disclosure Letter;

“ Marketing Materials ” means (i) Satellos Presentation and (ii) the Term Sheet;

“ Material Adverse Effect ” means any change, effect, event, occurrence or change in a state of facts that is, or would reasonably be expected to be, individually or in the aggregate, material and adverse to the business, operations, financial condition, results, assets, properties, rights, liabilities or prospects of the Corporation and the Subsidiaries taken as a whole;

“ material change ” means a material change for the purposes of Canadian Securities Laws or any of them or where undefined under Canadian Securities Laws of a jurisdiction means a change in the business, operations or capital of the Corporation that would reasonably be expected to have a significant effect on the market price or value of the Corporation’s securities and includes a decision to implement such a change made by the Corporation’s board of directors or by senior management of the Corporation who believe that confirmation of the decision by the board of directors is probable;

“ material fact ” means a material fact for the purposes of Canadian Securities Laws or any of them or where undefined under Canadian Securities Laws of a jurisdiction means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the Corporation’s securities;

“ misrepresentation ” means a misrepresentation for the purposes of Canadian Securities Laws or any of them or where undefined under Canadian Securities Laws of a jurisdiction means (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made;

“ Money Laundering Laws ” has the meaning ascribed thereto in subsection 4(nnn) of this Agreement;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions ;

“ Notice ” has the meaning ascribed thereto in Section 21 of this Agreement;

“ Offering ” means the issue and sale of the Subscription Receipts as contemplated in this Agreement and as defined in the first paragraph of this Agreement;

“ Offering Price ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Outstanding Common Shares ” means the issued and outstanding Common Shares;

“ Permitted Encumbrances ” means (i) encumbrances for Taxes not yet due and delinquent; (ii) inchoate or statutory encumbrances of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the assets of the Corporation, provided that such encumbrances are related to obligations not due or delinquent and in respect of which adequate holdbacks are

being maintained as required by applicable law; and (iii) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of the Corporation, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;

“ Proceedings ” has the meaning ascribed thereto in Section 12 of this Agreement;

“ Registered Corporation IP ” means all Corporation IP that is the subject of registration with a national intellectual property office (including, without limitation, the CIPO and the USPTO) for Intellectual Property, or applications for such registration with a national intellectual property office, including all patents, registered copyrights, registered mask works, and registered trademarks and all applications for any of the foregoing;

“ Regulatory Authority ” means a Governmental Authority authorized under applicable laws to protect and promote public health through regulation and supervision of therapeutic drug candidates intended for use in humans, including, without limitation, the FDA, Health Canada, the Canadian Therapeutics Products Directorate and the regulatory authorities in Australia;

“ Resulting Issuer ” means the Corporation, which will be renamed “Satellos Bioscience Inc.”, following the completion of the Transaction;

“ Resulting Issuer Share ” means a common share of the Resulting Issuer;

“ Satellos ” means Satellos Bioscience Inc.;

“ Satellos Presentation ” means the presentation titled “Tissue Regeneration for Chronic Disease” dated March 29, 2021;

“ SEC ” means the United States Securities and Exchange Commission;

“ Securities ” means and includes, individually and collectively, the Subscription Receipts, the Underlying Shares, the Broker Warrants and the Broker Shares;

“ Securities Commissions ” means the securities commissions or similar regulatory authorities in the Selling Jurisdictions;

“ Selling Firms ” has the meaning ascribed thereto in subsection 1(b) of this Agreement, and shall include any U.S. Placement Agents (as defined in Schedule “A” hereto);

“ Selling Jurisdictions ” has the meaning ascribed thereto in subsection 2(a) of this Agreement;

“ Spin out ” means the transfer of assets of the Corporation with respect to the “oral formulation of Amphotericin” from the Corporation to AmpB Tech;

“ Subscription Agreements ” means the agreements in the form mutually acceptable to the Corporation and the Agents to be entered into between the Subscribers and the Corporation with respect to the Offering;

“ Subscription Receipt Agent ” means Computershare Trust Company of Canada, including its successors and assigns;

“ Subscription Receipt Agreement ” means the subscription receipt agreement dated as of the Closing Date between the Corporation, the Lead Agent and the Subscription Receipt Agent which governs the Subscription Receipts;

“ Subscription Receipts ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ Subscriber ” means any person who executes a Subscription Agreement that is accepted by the Corporation;

“ Subsidiaries ” means collectively, Clinical Sub and AmpB Tech, and each a “ Subsidiary ”;

“ Taxes ” has the meaning ascribed thereto in subsection 4(j) of this Agreement;

“ Term Sheet ” means the term sheet relating to the Offering agreed to between the Corporation and the Lead Agent;

“ to the best of the Corporation’s knowledge ” or “ to the Corporation’s knowledge ” or “ known to the Corporation ” or similar language describing facts known to the Corporation or its agents and associates, means matters relating to the Corporation that are known, after reasonable inquiry, to any of the Corporation’s current president, chief executive officer or chief financial officer;

“ Transaction ” means the transaction pursuant to which the Corporation will acquire all of the securities of Satellos on the terms and conditions set out in the Arrangement Agreement which transaction will result in the reversetakeover of the Corporation as defined in the policies of the TSXV;

“ Transaction Closing Date ” means the closing date of the Transaction;

“ Transaction Closing Time ” means the closing time of the Transaction on the Transaction Closing Date;

“ Transaction Documents ” has the meaning ascribed thereto in subsection 4(a) of this Agreement;

“ Transfer Agent ” means Computershare Investor Services Inc., as registrar and transfer agent for the Common Shares in the capital of the Corporation;

“ TSXV ” means the TSX Venture Exchange;

“ Underlying Shares ” has the meaning ascribed thereto in the first paragraph of this Agreement;

“ United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“ USPTO ” means the United States Patent and Trademark Office;

“ U.S. Exchange Act ” means the United States Securities Exchange Act of 1934, as amended;

“ U.S. Person ” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended; and

“ U.S. Securities Laws ” means the U.S. Securities Act, the U.S. Exchange Act, and all rules and regulations promulgated thereunder and the applicable securities laws of the states of the United States.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender includes all genders. References to “Sections”, “subsections” or “clauses” are to the appropriate section, subsection or clause of this Agreement.

The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule “A” – Compliance with United States Securities Laws

TERMS AND CONDITIONS

1. Appointment of Agents.

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(a) Based upon the foregoing and subject to the terms and conditions set out below, the Corporation hereby appoints the Agents and the Agents hereby accept such appointment, to effect the sale of the Subscription Receipts at the Offering Price, on a commercially reasonable efforts basis, without underwriting liability to persons resident in the Selling Jurisdictions. The Agents agree to use its commercially reasonable efforts to sell the Subscription Receipts, but it is hereby understood and agreed that the Agents shall act as agents only and are under no obligation to purchase any of the Subscription Receipts, although the Agents may subscribe for Subscription Receipts, subject to applicable laws.
(b) The Agents shall be entitled to appoint, at their sole expense, other registered dealers (“ Selling Firms ”) as agents to assist in the Offering and the Agents shall determine the remuneration payable to such Selling Firms, such remuneration to be the sole responsibility of the Agents.
(c) Notwithstanding anything to the contrary contained herein or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by, or legally binding obligation of, the Agents, the Selling Firms or any of their affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with any offering of securities of the Corporation, including the Subscription Receipts, or to provide or arrange any financing, other than the appointment as agent in connection with the Offering in accordance subsection 1(a) and otherwise on the terms set forth herein.

2. Nature of the Offering

(a) The Corporation understands that the Agents shall have the right to and shall use their commercially reasonable efforts to arrange for the Subscription Receipts to be purchased by Subscribers (collectively, the “ Selling Jurisdictions ”):
(i) in each of the provinces of Canada on a private placement basis in compliance with Canadian Securities Laws such that the offer and sale of the Subscription Receipts does not obligate the Corporation to file a prospectus (the “ Canadian Selling Jurisdictions ”);
(ii) in the United States in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D under the U.S. Securities Act, in compliance U.S. Securities Laws and in accordance with Schedule “A” attached hereto, provided that no action on the part of the Agents, a U.S. Placement Agent or any other Selling Firm shall in any way oblige the Corporation to register any Subscription Receipts or Underlying Shares under U.S. Securities Laws; and
(iii) in such other jurisdictions as consented to by the Corporation on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in such other jurisdictions and the Corporation does not thereafter become subject to on-going continuous disclosure obligations in such other jurisdictions.
(b) Neither the Corporation nor the Agents shall: (i) provide to Subscribers any document or other material that would constitute an offering memorandum within the meaning of Canadian Securities Laws, except for the Satellos Presentation; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or advertising.
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(c) The Agents understand that the Subscription Receipts delivered at the Closing shall have attached to them, whether through the electronic deposit system of CDS or otherwise, an ownership statement issued under a direct registration system or other electronic book-based system, or on certificates that may be issued, as applicable, the restrictive legends regarding resale of such securities as set forth in the Subscription Agreements and the Subscription Receipt Agreement.

3. Certain Representations, Warranties, Covenants and Obligations of the Agents

(1) Each of the Agents hereby covenants to the Corporation as follows:
(a) it will and cause each Selling Firm to, conduct activities in connection with the proposed offering and sale of the Subscription Receipts in compliance with all Applicable Securities Laws in the Selling Jurisdictions applicable to the Agents and the Selling Firms and, without limitation, agrees that it will not make available to prospective purchasers of the Subscription Receipts any document or material (other than the Marketing Materials and the Subscription Agreements), nor will it solicit or procure subscriptions for Subscription Receipts so as to require the registration thereof or the filing of a prospectus with respect thereto under the laws of any jurisdiction;
(b) it will not and cause each Selling Firm not to, engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, causing the sale of the Subscription Receipts to be advertised in any advertisement, article, notice or other communication published in any newspaper, magazine, printed public media, printed media or similar media, or broadcast over radio, television or telecommunications, including electronic display, or any seminar or meeting relating to the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or advertising;
(c) it will and cause each Selling Firm to, obtain from each Subscriber an executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws or requested by the Corporation, acting reasonably, and supplied to the Agents for completion in connection with the offer and sale of the Subscription Receipts and deliver such Subscription Agreements and other forms to the Corporation;
(d) it will not and cause each Selling Firm not to, solicit subscriptions for Subscription Receipts or other Securities except in accordance with the terms and conditions of this Agreement;
(e) it will not and cause each Selling Firm not to, in connection with the Offering, make any representation or warranty with respect to the Subscription Receipts, other Securities, the Corporation or Satellos other than as set forth in this Agreement, the Subscription Agreement and the Marketing Materials; and
(f) it will and cause each Selling Firm to, provide to the Corporation all necessary information in respect of the Agents and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the sale of the Subscription Receipts and the other Securities in accordance with Applicable Securities Laws within the required time period from the Closing.
(2) Each of the Agents represents and warrants to the Corporation that:
(a) it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated;
(b) it holds all material licenses and permits that are required for carrying on its business in the manner in which such business has been carried on;
(c) it has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
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(d) it is duly qualified in accordance with Applicable Securities Laws to solicit and procure subscriptions for the Subscription Receipts in the Selling Jurisdictions in which it is qualified to do so in connection with the Offering; and
(e) it is an “accredited investor” as such term is defined under NI 45-106 by virtue of being a person registered under Canadian Securities Laws and is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person.

4. Representations and Warranties of the Corporation

The Corporation represents and warrants to the Agents and the Subscribers, and acknowledges that the Agents and the Subscribers are relying upon such representations and warranties in connection with the purchase and sale of the Subscription Receipts, as of the Closing Date, as follows:

(a) the Corporation is a corporation duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary material permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up, and the Corporation has all requisite power and authority to enter into each of this Agreement, the Subscription Agreements, the Subscription Receipt Agreement and the Broker Warrant Certificate (collectively, the “ Transaction Documents ”) and to carry out its obligations hereunder and thereunder;
(b) each of the execution and delivery of the Transaction Documents, the performance by the Corporation of its obligations hereunder and thereunder, the issue and sale of the Subscription Receipts, the performance by the Corporation of its obligations thereunder and the consummation of the transactions contemplated by the Transaction Documents, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both) (A) any statute, rule or regulation applicable to the Corporation or the Subsidiaries including, without limitation, Applicable Securities Laws; (B) the constating documents, by-laws or resolutions of the Corporation or the Subsidiaries which are in effect at the date hereof; (C) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or a Subsidiary is a party or by which the Corporation or a Subsidiary is bound; or (D) any judgment, decree or order binding the Corporation or a Subsidiary or any of their respective properties or assets, except, in the case of clauses (A), (C) and (D), where such conflict, breach or default is not material;
(c) the Corporation does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company other than the Subsidiaries, which are wholly-owned by the Corporation, and all of the issued and outstanding shares of the Subsidiaries are issued as fully paid and non-assessable shares, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever, in each case other than Permitted Encumbrances, and no person, firm or corporation has any agreement, option, right or privilege (whether present or future, contingent or absolute, pre-emptive or contractual) capable of becoming an agreement, for the purchase from the Corporation or the Subsidiaries of any interest in any of the shares of the Subsidiaries or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares of the Subsidiaries;
(d) each Subsidiary is a corporation duly organized and validly existing under the laws of the jurisdiction in which it was incorporated, has all requisite corporate power and authority and is duly qualified and holds all necessary permits, licences and authorizations necessary or required to carry on its business as now conducted and to own, lease or operate its properties and assets and no steps or proceedings have been taken by any person, voluntary or otherwise, requiring or authorizing its dissolution or winding up;
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(e) the Clinical Sub is used to conduct clinical trials on the Corporation’s Oral AmpB formulation in Australia and otherwise does not have any material assets or liabilities, is not party to any material agreement and has no material revenues that are booked through such Subsidiary;
(f) AmpB Tech (prior to the completion of the Spin Out) does not have any material assets or liabilities, is not a party to any material agreement and has no material revenues that are booked though such Subsidiary;
(g) neither the Corporation nor the Subsidiaries are (A) in default or in breach of the constating documents or resolutions of its directors or shareholders or (B) in default of any material obligations under any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation or such Subsidiary is a party or by which the Corporation or such Subsidiary is bound.
(h) all consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for (i) the execution and delivery of the Transaction Documents, (ii) the issuance of the Underlying Shares, the Broker Warrants and the Broker Shares, and (iii) other than certain post-Closing filings required to be made with the Securities Commissions in the Selling Jurisdictions, the completion of the transactions contemplated hereby, have been made or obtained;
(i) other than the Arrangement Agreement (including for greater certainty, the Spin Out), neither the Corporation nor the Subsidiaries have approved, is contemplating, or have entered into any agreement in respect of, and neither the Corporation nor any Subsidiaries have any knowledge of: (A) the purchase of any property material to the Corporation or the Subsidiaries or assets or any interest therein or the sale, transfer or other disposition of any property of the Corporation or the Subsidiaries or assets or any interest therein currently owned, directly or indirectly, by the Corporation or the Subsidiaries whether by asset sale, transfer or sale of shares or otherwise; or (B) the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or the Subsidiaries) of the Corporation or the Subsidiaries;
(j) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, “ Taxes ”) due and payable by the Corporation and the Subsidiaries have been paid, except where the failure to pay such Taxes would not adversely affect the Corporation or the Subsidiaries in any material respect. The Corporation and the Subsidiaries have each deducted or withheld and remitted all Taxes to applicable governmental authorities as required. All tax returns, declarations, remittances and filings required to be filed by each of the Corporation and the Subsidiaries will have been filed prior to the Transaction Closing Date with all appropriate governmental authorities and all such returns, declarations, remittances and filings when filed will be complete and accurate and no material fact or facts will have been omitted therefrom which would make any of them misleading. The provisions for Taxes shown on the Financial Statements are sufficient for the payment of all accrued and unpaid Taxes for all periods up to the end of the most recent financial period addressed in the Financial Statements. To the best of the Corporation’s knowledge, no examination of any tax return of the Corporation or the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries, in each case, except where the failure to pay such Taxes would not adversely affect the Corporation or its Subsidiaries in any material respect;
(k) other than as set out in Section 3.1(f) of the iCo Disclosure Letter, no person is entitled to any preemptive or any similar rights to subscribe for any Common Shares or other securities of the Corporation and there are no outstanding rights, warrants or options to acquire, or instruments
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convertible into or exchangeable for, any shares in the capital of the Corporation or the Subsidiaries;

(l) to the knowledge of the Corporation, no legal or governmental proceedings or inquiries are pending to which the Corporation or any Subsidiary is a party or to which their respective properties are subject that would result in the revocation or modification of any material contract, order, certificate, right, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or such Subsidiary and no such legal or governmental proceedings or inquiries have been threatened against or are contemplated with respect to the Corporation or any Subsidiary or with respect to their respective properties;
(m) the Corporation or any Subsidiary, as applicable, owns or has the right to use under license, sublicense or otherwise all Intellectual Property used by the Corporation or the Subsidiaries in their respective businesses;
(n) any and all of the agreements and other documents and instruments pursuant to which the Corporation or any Subsidiary hold the property and assets thereof (including any interest in, or right to earn an interest in, any property) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof. Neither the Corporation nor any Subsidiary is in default of any of the material provisions of any such agreements, documents or instruments nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all leases, licences and claims pursuant to which the Corporation or a Subsidiary derives the interests thereof in such property and assets are in good standing in all material respects and there has been no material default under any such lease, licence or claim. The properties (or any interest in, or right to earn an interest in, any property) of each of the Corporation and the Subsidiaries are not subject to any right of first refusal or purchase or acquisition right;
(o) the Transaction Documents have been or will be duly authorized and executed and delivered by the Corporation and constitute or will constitute valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, except as enforcement thereof may be limited by the Enforceability Qualifications;
(p) at the Closing Time all necessary corporate action will have been taken by the Corporation to validly issue the Subscription Receipts pursuant to the terms of the Subscription Receipt Agreement, to validly create and issue the Broker Warrants, and to allot and reserve the Underlying Shares and Broker Shares, which upon issuance in accordance with the terms of such securities shall be validly issued as fully paid and non-assessable Common Shares in the capital of the Corporation;
(q) the authorized capital of the Corporation consists only of an unlimited number of Common Shares, as at the close of business on the Business Day immediately preceding the date hereof, 181,082,713 Common Shares were issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation. There is sufficient authorized capital for the issuance of the Underlying Shares and Broker Shares issuable on conversion of the Subscription Receipts and Broker Warrants;
(r) the Common Shares are listed and posted for trading on the TSXV and upon satisfaction of the Escrow Release Conditions, the Resulting Issuer Shares (including the Underlying Shares issuable pursuant to this Offering) shall be listed and posted for trading on the TSXV;
(s) the Financial Statements have been prepared in accordance with IFRS and consistently applied throughout the period referred to therein, contain no misrepresentation and present fully, fairly and correctly, in all material respects, the financial condition of the Corporation as at the dates thereof and the results of the operations and the changes in the financial position of the Corporation for
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the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation and there has been no change in accounting policies or practices other than as required by IFRS or as disclosed in the Financial Statements;

(t) the Corporation’s Auditors, which are the auditors who audited the Annual Financial Statements and who provided their audit report thereon, are independent public accountants under Canadian Securities Laws and there has never been a “reportable disagreement” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations ) between the Corporation and the Corporation’s Auditors;
(u) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences;
(v) the Corporation is in compliance with the certification requirements contained in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings with respect to the Corporation’s annual and interim filings pursuant to Canadian Securities Laws;
(w) the Corporation is, and will be at the Closing Time, a reporting issuer in the provinces of British Columbia, Alberta and Ontario, and the Corporation is not in default in any material respect of any requirement of Canadian Securities Laws and the Corporation is not included in a list of defaulting reporting issuers maintained by the applicable Securities Commissions. In particular, without limiting the foregoing, the Corporation is in compliance at the date hereof with its obligations to make timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred and with respect to which the requisite material change report has not been filed, except to the extent that the Offering and the transactions contemplated thereunder may constitute a material change;
(x) all material disclosure filings required to be made by the Corporation pursuant to Canadian Securities Laws have been made and such disclosure and filings contained no material misrepresentation as at the respective dates thereof;
(y) neither the Corporation nor any Subsidiary has made any loans to or guaranteed the obligations of any person;
(z) neither the Corporation nor any Subsidiary occupies any premises as a tenant;
(aa) each of the Corporation and the Subsidiaries is in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and neither the Corporation nor any Subsidiary has or is engaged in any unfair labour practice;
(bb) other than with respect to those transactions contemplated by the Arrangement Agreement, none of the directors, officers or employees of the Corporation or the Subsidiaries or any associate or affiliate of any of the foregoing has any interest, direct or indirect, in any transaction or any proposed transaction with the Corporation or the Subsidiaries;
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(cc) there have not been and there are not currently any material disagreements with any employee or employees of the Corporation or any Subsidiary which are adversely affecting or could adversely affect the business of the Corporation or such Subsidiary;
(dd) in connection with the ownership, use, maintenance or operation of their properties and assets, neither the Corporation nor any Subsidiary has been in violation of any applicable federal, provincial, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters (collectively the “ Environmental Laws ”);
(ee) without limiting the generality of subsection (dd) immediately above, the Corporation does not have any knowledge of, and has not received any notice of, any material claim, judicial or administrative proceeding, pending or threatened against, or which may affect the Corporation or any Subsidiary or any of the property, assets or operations thereof, relating to, or alleging any violation of any Environmental Laws; to the Corporation’s knowledge, there are no facts which could give rise to any such claim or judicial or administrative proceeding; to the best of the Corporation’s knowledge, neither the Corporation nor any Subsidiary nor any of the property, assets or operations thereof is the subject of any investigation, evaluation, audit or review by any Governmental Authority to determine whether any material violation of any Environmental Laws has occurred or is occurring or whether any material remedial action is needed in connection with a release of any contaminant into the environment;
(ff) there are no orders, rulings or directives issued, pending or, to the best of the Corporation’s knowledge, threatened against the Corporation or any Subsidiary under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the property or assets of the Corporation or any Subsidiary;
(gg) other than the Agents, there is no person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agreement;
(hh) the Transfer Agent has been duly appointed as registrar and transfer agent for the Common Shares of the Corporation;
(ii) the Subscription Receipt Agent has been duly appointed as registrar and transfer agent for the Subscription Receipts;
(jj) the Corporation and the Subsidiaries are the sole legal and beneficial owners of, have good and marketable title to, and own all right, title and interest in and to all Corporation IP free and clear of all encumbrances, charges, covenants, conditions, options to purchase and restrictions or other adverse claims or interest of any kind or nature, and the Corporation has no knowledge of any claim of adverse ownership in respect thereof. No consent of any person is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Corporation IP and none of the Corporation IP comprises an improvement to Licensed IP that would give any person any rights to the Corporation IP, including, without limitation, rights to license the Corporation IP. Each of the Corporation and the Subsidiaries have a valid and enforceable right to the Licensed IP used or held for use in the business of each of the Corporation and the Subsidiaries;
(kk) neither the Corporation nor any Subsidiary has received any notice or claim (whether written, oral or otherwise) challenging either the Corporation’s or such Subsidiary’s ownership or right to use any of the Corporation IP or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, nor, to the knowledge of the Corporation, is there a reasonable basis for any claim that any person other than the Corporation or the Subsidiaries has any claim of legal or beneficial ownership or other claim or interest in any of the Corporation IP;
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(ll) all applications for registration of any Registered Corporation IP are in good standing, are recorded in the name of the Corporation or a Subsidiary and have been filed in a timely manner in the appropriate offices to preserve the rights thereto and, in the case of a provisional application, the Corporation confirms that all right, title and interest in and to the invention(s) disclosed in such application(s) have been or as of the Closing Date will be assigned in writing (without any express right to revoke such assignment) to the Corporation or a Subsidiary. To the knowledge of the Corporation, there has been no public disclosure, sale or offer for sale of any Corporation IP anywhere in the world that may prevent the valid issue of all available Intellectual Property rights in such Corporation IP. All prior art or other information has been disclosed to the appropriate offices as required in accordance with Applicable IP Laws in the jurisdictions where the applications are pending;
(mm) to the Corporation’s knowledge, the conduct of the business of the Corporation and the Subsidiaries (including, without limitation, the use or other exploitation of the Corporation IP by each of the Corporation and the Subsidiaries) have not infringed, violated or misappropriated any Intellectual Property right of any person;
(nn) neither the Corporation nor any Subsidiary is a party to any action or proceeding, nor, to the knowledge of the Corporation, is or has any action or proceeding been threatened that alleges that any current or proposed conduct of the business of each of the Corporation and such Subsidiary (including, without limitation, the use or other exploitation of any Corporation IP by the Corporation or such Subsidiary) has or will infringe, violate or misappropriate any Intellectual Property right of any person;
(oo) to the Corporation’s knowledge, no person has interfered with, infringed upon, misappropriated, illegally exported, or violated any of the Corporation’s or any Subsidiary’s rights in the Corporation IP;
(pp) the Corporation and/or each Subsidiary has entered into valid and enforceable written agreements pursuant to which the Corporation or such Subsidiary has been granted all licenses and permissions to use, reproduce, sub license, sell, modify, update, enhance or otherwise exploit the Licensed IP to the extent required to operate all aspects of the business of the Corporation or such Subsidiary currently conducted (including, if required, the right to incorporate such Licensed IP into the Corporation IP). All license agreements in respect of the Licensed IP are in full force and effect, and neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any other person is in default of its obligations thereunder;
(qq) to the extent that any of the Corporation IP is licensed or disclosed to any person or any person has access to such Corporation IP (including, without limitation, any employee, officer, shareholder or consultant of the Corporation or the Subsidiaries), each of the Corporation and any Subsidiary has entered into a valid and enforceable agreement which contains standard terms and conditions with respect to the prohibited use and disclosure of such Corporation IP. Where such agreements have not expired or have not been terminated, in each case in accordance with their respective terms, all such agreements are in full force and effect, and neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any other person is in default of its obligations thereunder;
(rr) each of the Corporation and each Subsidiary has taken all actions that are contractually obligated to be taken and all actions that are customary and reasonable to protect the confidentiality of the Corporation IP;
(ss) to the Corporation’s knowledge, it is not, and will not be, necessary for the Corporation or any Subsidiary to utilize any Intellectual Property owned by or in possession of any of their employees (or people the Corporation or any Subsidiary currently intends to hire) made prior to their employment with the Corporation or any Subsidiary in a manner that is in violation of the rights of such employee or any of his or her prior employers;
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(tt) neither the Corporation nor any Subsidiary has received any advice or any opinion that any of the Corporation IP is invalid or unregistrable or unenforceable, in whole or in part;
(uu) neither the Corporation nor any Subsidiary has received any grant relating to research and development which is subject to repayment in whole or in part or to conversion to debt upon sale of any securities of the Corporation or such Subsidiary or which may affect the right of ownership of the Corporation or any Subsidiary in the Corporation IP;
(vv) the Corporation and each Subsidiary has and enforces a policy requiring each employee and consultant to execute a non-disclosure agreement, and all current employees and consultants of each of the Corporation and each Subsidiary have executed such agreement and, to the knowledge of the Corporation, all past employees and consultants of each of the Corporation and each Subsidiary have executed such agreement;
(ww) all of the present and past employees of the Corporation and the Subsidiaries, and all of the present and past consultants, contractors and agents of the Corporation and the Subsidiaries performing services relating to the development or modification of the Corporation IP, have entered into a written agreement assigning to the Corporation and such Subsidiary, as applicable, all right, title and interest in and to all such Intellectual Property;
(xx) any and all fees or payments required to keep the Corporation IP and the Licensed IP in force or in effect have been paid;
(yy) to the Corporation’s knowledge, there is no claim of infringement or breach by the Corporation or any Subsidiary of any industrial or Intellectual Property rights of any other person, nor has the Corporation or any Subsidiary received any notice or threat from any such third party, nor does the Corporation have knowledge that the use of the business names, trademarks, service marks and other industrial or Intellectual Property of the Corporation or any Subsidiary infringes upon or breaches any industrial or Intellectual Property rights of any other person;
(zz) except as disclosed in Section 3.1(s) of the iCo Disclosure Letter, there are no Intellectual Property disputes, settlement negotiations, settlement agreements or communications relating to the Corporation IP or the Licensed IP between the Corporation or any Subsidiary and any other persons relating to or potentially relating to the business of the Corporation or the Subsidiaries, which have not been resolved;
(aaa) to the Corporation’s knowledge, the Corporation and each Subsidiary has conducted and is conducting its business in compliance in all material respects with all Applicable IP Laws of each jurisdiction in which it carries on business and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of noncompliance with any such laws;
(bbb) the Corporation does not have knowledge of any reason as a result of which it or any Subsidiary is not entitled to make use of and commercially exploit the Corporation IP. With respect to each license or agreement by which the Corporation or any Subsidiary has obtained the rights to exploit, in any way, the Licensed IP rights of any other person or by which the Corporation or any Subsidiary has granted to any third party the right to so exploit such Licensed IP:
(i) such license or agreement is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms, except to the extent that enforceability may be limited by: (A) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; or (B) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and represents the entire agreement between the parties thereto with
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respect to the subject matter thereof, and no event of default has occurred and is continuing under any such license or agreement;

(ii) (A) neither the Corporation nor any Subsidiary has received any notice of termination or cancellation under such license or agreement, and no party thereto has any right of termination or cancellation thereunder except in accordance with its terms; (B) neither the Corporation nor any Subsidiary has received any notice of a breach or default under such license or agreement which breach or default has not been cured; and (C) neither the Corporation nor any Subsidiary has granted to any other person any rights contrary to, or in conflict with, the terms and conditions of such license or agreement; and
(iii) the Corporation does not have knowledge of any other party to such license or agreement that is in breach or default thereof, and does not have knowledge of any event that has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such license or agreement;
(ccc) no litigation, legal or governmental proceedings or inquiries are pending to which the Corporation or any Subsidiary is a party or to which their respective properties are subject that would result in the revocation or modification of any material certificate, authority, permit or license necessary to conduct the business now owned or operated by the Corporation or any Subsidiary and no such litigation, legal or governmental proceedings or inquiries have been threatened against or, to the Corporation’s knowledge, are contemplated with respect to the Corporation or the Subsidiaries or with respect to their respective businesses, assets and/or properties;
(ddd) for so long as the Broker Warrants remain outstanding, the Corporation shall use its best efforts to comply with its obligations under Applicable Securities Laws;
(eee) the definitive form of certificate representing the Subscription Receipts complies with the requirements of the Business Corporations Act (British Columbia) and does not conflict with the constating documents of the Corporation;
(fff) the definitive form of certificate representing the Common Shares complies with the requirements of the Business Corporations Act (British Columbia) and does not conflict with the constating documents of the Corporation;
(ggg) the Corporation has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its Common Shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of the Common Shares or agreed to do so or otherwise effected any return of capital with respect to such shares;
(hhh) the Corporation has, and to the best of the Corporation’s knowledge, the directors and officers of the Corporation have, answered every question or inquiry of the Agents and the Agents’ counsel in connection with the Agents’ due diligence investigations fully and truthfully;
(iii) from the effective date of the Corporation’s engagement of the Agents and until the Closing Time, the Corporation has allowed, and shall continue to allow, the Agents and the Agents’ counsel the opportunity to conduct all due diligence which the Agents may reasonably require and, in this regard, the Corporation shall make available its senior management and relevant employees and shall make available the Corporation’s Auditors to answer any questions which the Agents may have and to participate in one or more due diligence sessions to be held prior to a Closing Date (all of such sessions referred to as the “ Due Diligence Session ”);
(jjj) the Corporation has provided the Agents with all material information reasonably requested by the Agents in connection with the Offering. There is no material fact known to the Corporation that has not been disclosed herein, or to the Agents on behalf of the Subscribers in connection with the
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transactions contemplated hereby. The Corporation has not withheld from the Agents any material fact relating to the Corporation or to the Offering;

(kkk) to the best of the Corporation’s knowledge it is not aware of any legislation, or proposed legislation (published by a legislative body), which it anticipates will have a Material Adverse Effect on the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation or any Subsidiary;
(lll) neither the Corporation nor any Subsidiary has, and to the knowledge of the Corporation, no director, officer, agent, employee or other person associated with or acting on behalf of the Corporation or any Subsidiary has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Corruption of Foreign Officials Act (Canada) or similar legislation; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;
(mmm) all clinical, pre-clinical and other studies and tests conducted by or on behalf of or sponsored by the Corporation or any Subsidiary (collectively “ Clinical Trials ”) have been and are being conducted in accordance with all applicable laws where such studies and tests are being conducted, including applicable laws administered by Regulatory Authorities. Neither the Corporation nor any Subsidiary has received any notices or written correspondence from any Regulatory Authority with respect to any Clinical Trial requiring the termination or suspension of such Clinical Trial;
(nnn) the operations of the Corporation and each Subsidiary is and has been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government or governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation or a Subsidiary with respect to the Money Laundering Laws is pending, or to the best of the Corporation’s knowledge threatened;
(ooo) neither the Corporation nor any Subsidiary has, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case where either the payment or the purpose of such contribution, payment or gift was, is or would be prohibited under the Canada Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Corporation or such Subsidiary and their respective operations, and will not use any portion of the gross proceeds, in contravention of such legislation;
(ppp) the Corporation and each Subsidiary or, to the best knowledge of the Corporation, any director, officer, agent, employee, affiliate or person acting on behalf of the Corporation or any Subsidiary has not been or is not currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department and the Corporation will not directly or indirectly use any proceeds of the Offering or lend, contribute or otherwise make available such proceeds to the Corporation or the Subsidiaries or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States;
(qqq) to the knowledge of the Corporation, there has been no (i) actual or alleged breach or default by any party of any provisions of the Arrangement Agreement and no event, condition, or occurrence
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exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Arrangement Agreement; or (ii) dispute, termination, cancellation, amendment or renegotiation of the Arrangement Agreement, and, to the knowledge of the Corporation, no state of facts giving rise to any of the foregoing exists, other than in the case of clause (ii) as disclosed in writing to the Agents; and

(rrr) to the knowledge of the Corporation, no event has occurred or condition exists which will prevent the Transaction from being completed prior to the Escrow Deadline Date.

5. Representations and Warranties of Satellos

Satellos represents and warrants to the Agents and the Subscribers, and acknowledges that the Agents and the Subscribers are relying upon such representations and warranties in connection with the purchase and sale of the Subscription Receipts, as of the Closing Date, as follows:

(a) it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated;
(b) all information included in the Satellos Presentation relating to the business and operations of Satellos, is as of the date of such information, true and correct in all material respects, contains no misrepresentations and no facts or facts have been omitted therefrom which would make such information misleading;
(c) to the knowledge of Satellos, there has been no (i) actual or alleged breach or default by any party of any provisions of the Arrangement Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Arrangement Agreement; or (ii) dispute, termination, cancellation, amendment or renegotiation of the Arrangement Agreement, and, to the knowledge of Satellos, no state of facts giving rise to any of the foregoing exists, other than in the case of clause (ii) as disclosed in writing to the Agents; and
(d) to the knowledge of Satellos, no event has occurred or condition exists which will prevent the Transaction from being completed prior to the Escrow Deadline Date.

6. Covenants of the Corporation

The Corporation covenants and agrees with the Agents as follows:

(a) as soon as reasonably possible, and in any event by the Closing Date the Corporation shall take all such steps as may be required by the Agents and the Agents’ counsel to enable the Subscription Receipts to be offered for sale and sold on a private placement basis to Subscribers in the Selling Jurisdictions who will purchase such Subscription Receipts under the “accredited investor” exemption contained in NI 45-106 or such other exemptions available under Applicable Securities Laws through the Agents or the Selling Firms in any of the Selling Jurisdictions by way of the exemptions set forth in Applicable Securities Laws, provided, however, that the Corporation shall not be required to qualify as a foreign corporation in any state, to consent to service of process in any state other than with respect to claims related to the Offering or to comply with any continuous disclosure or other similar requirements;
(b) the Corporation will make all filings necessary with each applicable Securities Commission (including any post-closing filings pursuant to Applicable Securities Laws, including any U.S. state “blue sky” laws, if applicable) and pay all applicable fees in connection with the Offering in full compliance with the manner and within the time limits prescribed by Applicable Securities Laws;
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(c) the Corporation shall duly, faithfully and punctually perform all the obligations to be performed by it and comply with its covenants and agreements hereunder and under the Transaction Documents;
(d) during the period commencing with the date hereof and ending on the Escrow Deadline Date:
(i) the Corporation will promptly inform the Agents of the full particulars of:
- (A) any material change (actual, anticipated or threatened) in or affecting the business, operations, Corporation IP, Licensed IP, revenues, capital, properties, assets, liabilities, condition (financial or otherwise), or results of operations of the Corporation and the Subsidiaries, taken as a whole; and
- (B) the occurrence of a material fact or event, which, in any such case, is, or may be, of such a nature as to render any portion of the representations and warranties in this Agreement untrue, false or misleading in any material respect;
(ii) promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Agents may reasonably require from time to time for the purpose of giving effect to this Agreement;
(e) during the period commencing with the date hereof and ending on the Escrow Deadline Date, the Corporation will promptly inform the Agent of:
(i) the receipt by the Corporation of any communication from any Securities Commission or similar judicial or regulatory authority or a stock exchange relating to any part of the Offering;
(ii) the issuance by any Securities Commission or similar regulatory authority or by any other competent authority, of any order to cease trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; and
(iii) the receipt by the Corporation of any communication from any Securities Commission or similar regulatory authority, the TSXV or any other competent authority relating to the Marketing Materials or the distribution of the Subscription Receipts, the Broker Warrants, the Underlying Shares or the Broker Shares;
(f) during the period commencing with the date hereof and ending on the Escrow Deadline Date, the Corporation will promptly inform the Agents:
(i) of any material amendment or proposed amendment to the Arrangement Agreement or waiver or proposed waiver of any material term, provision or condition thereof, in each case which will materially and adversely impact any Subscriber, and prior to proceeding with such amendment, waiver or proposed amendment or waiver, obtain the consent of the Lead Agent for and on behalf of the Agents, which consent shall not be unreasonably withheld. conditioned or delayed;
(ii) if it becomes aware that any of the representations and warranties of any parties to the Arrangement Agreement cease to be true and correct in any material respect; and
(iii) if the Arrangement Agreement is terminated, or the Corporation determines it or any of the parties to the Arrangement Agreement will not be proceeding with the Transaction; and
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(g) the Corporation shall use the proceeds from the issuance and sale of the Subscription Receipts to advance the Resulting Issuer’s lead program in Duchenne muscular dystrophy, as well as for working capital and other general corporate purposes.

7. Covenant of Satellos

Satellos covenants and agrees with the Agents that it will use commercially reasonable efforts to obtain lock-up agreements, in a form and substance satisfactory to the Lead Agent, duly executed by shareholders of Satellos providing that, for a period of 12 months (subject to the release schedule included therein) following the Closing Date, such shareholder will agree not to, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private agreement or otherwise, any Resulting Issuer Shares or other securities of the Corporation convertible into, exchangeable for or exercisable to acquire, any Resulting Issuer Shares, without the prior written consent of the Lead Agent (such consent not to be unreasonably withheld or delayed), except in respect of a bona fide take-over bid or any other similar transaction made generally to all of the shareholders of the Resulting Issuer, provided that, in the event the change of control or other similar transaction is not completed, such securities shall remain subject to such lock-up agreement.

8. Agents’ Compensation

In return for the Agents’ services hereunder, the Corporation agrees to pay to the Agents a fee equal to 6.0% of the gross proceeds of the Offering payable in cash (the “ Agency Fee ”).

As additional consideration for the Agents’ services performed under this Subscription Agreement, the Corporation shall issue to the Agents that number of broker warrants (the “ Broker Warrants ”) of the Corporation equal to 6.0% of the aggregate of the number of Subscription Receipts sold pursuant to the Offering. Each Broker Warrant shall be exercisable for a period of 24 months following the Transaction Closing Date for one Common Share at an exercise price equal to the Offering Price.

The Agency Fee will be paid, and the Broker Warrants will be issued on the Transaction Closing Date. For certainty, in the event that the Escrow Release Conditions are not satisfied (or waived), the Agents shall not be entitled to receive the Agency Fee and the Broker Warrants.

9. Closing Conditions

The Agents’ obligation to complete the Closing at the Closing Time, shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement, in all material respects, as of the date of this Agreement and as of the Closing Time and performance by the Corporation of its obligations under this Agreement and the following conditions:

(a) the Agents shall have received at the Closing Time, one or more legal opinions dated the Closing Date, in form and substance satisfactory to the Agents and counsel to the Agents, addressed to the Agents from counsel to the Corporation, Blake, Cassels & Graydon LLP, with respect to certain customary matters related to the Corporation, with respect to the Offering, which counsel in turn may rely upon the opinions of local counsel where they deem such reliance proper as to the laws other than those of British Columbia and Ontario, and, as to matters of fact, on certificates of public officials and officers of the Corporation;
(b) if any Subscription Receipts are sold in the United States, the Agents shall have received at the Closing Time, a favourable legal opinion addressed to the Agents, in form and substance reasonably satisfactory to the Agents and counsel to the Agents, from Troutman Pepper Hamilton Sanders LLP, special U.S. counsel to the Corporation, to the effect that, subject to such reasonable
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assumptions and qualifications customary with respect to transactions of this nature, registration of the Subscription Receipts and the Underlying Shares is not required under the U.S. Securities Act in connection with the offer and sale of such Subscription Receipts in the United States pursuant to this Agreement, including Schedule “A”;

(c) the Agents shall have received at the Closing Time, certificates dated the Closing Date addressed to the Agents and signed by appropriate officers of the Corporation, with respect to the constating documents of the Corporation, all resolutions of the board of directors of the Corporation relating to this Agreement and the Offering, the incumbency and specimen signatures of signing officers of the Corporation and with respect to such other matters as the Agents may reasonably request;
(d) the Agents shall have received at the Closing Time, a certificate dated the Closing Date addressed to the Agents and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or other officers of the Corporation acceptable to the Agents, certifying for and on behalf of the Corporation after having made due enquiry, that:
(i) there are no contingent liabilities affecting the Corporation which are material to the Corporation and which have not been disclosed to the Agents in writing;
(ii) the Corporation has complied with and satisfied in all material respects the covenants, terms and conditions of this Agreement on its part to be complied with and satisfied up to the Closing Time;
(iii) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and
(iv) such other matters as the Agents may reasonably request;
(e) the Agents shall have received at the Closing Time, a certificate dated the Closing Date addressed to the Agents and signed on behalf of Satellos by the Chief Executive Officer and the Chief Financial Officer of Satellos or other officers of Satellos acceptable to the Agents, certifying for and on behalf of Satellos after having made due enquiry, that:
(i) there are no contingent liabilities affecting Satellos which are material to Satellos and which have not been disclosed to the Agents in writing;
(ii) Satellos has complied with and satisfied in all material respects the covenants, terms and conditions of this Agreement on its part to be complied with and satisfied up to the Closing Time;
(iii) the representations and warranties of Satellos contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement; and
(iv) such other matters as the Agents may reasonably request;
(f) the Corporation will have made and/or obtained the necessary filings, approvals, consents and acceptances of the appropriate regulatory authorities required to be made or obtained by the Corporation in connection with the sale of the Subscription Receipts in the Selling Jurisdictions prior to the Closing Time as herein contemplated (other than the Corporation filing with the Securities Commissions in the Selling Jurisdictions in all required forms required under
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Applicable Securities Laws in connection with the Offering and accompanied by the prescribed fees and fee checklist form, if any, which shall not occur prior to the Closing Time); and

(g) the Subscription Receipt Agreement shall have been entered into by the Corporation, the Lead Agent and the Subscription Receipt Agent in such form and containing such terms as are acceptable to the Corporation and the Agents acting reasonably.

10. Closing

(1) The purchase and sale of the Subscription Receipts shall be completed at the Closing Time by the electronic exchange of documents and funds or at such other place or places as the Agents and the Corporation may agree. Subject to the conditions set forth in Section 9, the Agents, on the Closing Date shall deliver to the Subscription Receipt Agent, by wire transfer of immediately available funds to an account specified by the Corporation, the purchase price for the Subscription Receipts issued pursuant to the Offering against delivery by the Corporation of:
(a) the opinions, certificates and documents referred to in Section 9;
(b) the executed Transaction Agreements;
(c) definitive certificates or evidence of book-entry registration as set out in Subsection 10(2) representing, in the aggregate, all of the Subscription Receipts registered in the name of “CDS & Co.” or in such name or names as the Agents shall notify the Corporation in writing not less than 48 hours prior to the Closing Time; and
(d) such further documentation as may be contemplated by this Agreement or that may reasonably be requested by Agents’ counsel.
(2) If the Corporation determines to issue the Subscription Receipts as a book-entry only security in accordance with the rules and procedures of The Canadian Depository for Securities Limited (“ CDS ”), then, as an alternative to the Corporation delivering to the Agents definitive certificates representing the Subscription Receipts in the manner and at the times set forth in this Section 10:
(a) the Agents will provide a direction to CDS with respect to the crediting of the Subscription Receipts to the accounts of the participants of CDS as shall be designated by the Agents in writing in sufficient time prior to the Closing Date to permit such crediting; and
(b) the Corporation shall cause the Subscription Receipt Agent, to make electronic delivery of the Subscription Receipts to the Agents via the CSDX system maintained by CDS, all in accordance with the rules and procedures of CDS.

11. Rights of Termination

This Agreement may be terminated in the sole discretion of the Agents by written notice to the Corporation given prior to the Closing Time in the event that:

(a) the Corporation is in breach of any material term, condition, covenant or agreement contained in this Agreement or any representation or warranty given by the Corporation in this Agreement is determined to have been untrue, false or misleading in any material way; or
(b) prior to the Closing Time:
(i) there shall have occurred any change in any material fact, material change (actual, intended, anticipated or threatened) or the Agents shall have discovered any previously undisclosed material fact (determined by the Agents in its sole discretion, acting
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reasonably) in relation to the Corporation or Satellos, which, in the opinion of the Agents, acting reasonably, prevents or restricts trading in the securities of the Corporation or the distribution of the Subscription Receipts or has or could reasonably be expected to have a Material Adverse Effect;

(ii) there shall have occurred any change in the Canadian Securities Laws or any inquiry, investigation or other proceeding by a securities regulatory authority or any order is issued under or pursuant to any statute of Canada or any province thereof, or any stock exchange in relation to the Corporation or any of its securities (except for any inquiry, investigation or other proceeding based upon activities of the Agents and not upon activities of the Corporation), which, in the reasonable opinion of the Agents, would be expected to have a Material Adverse Effect on the market price of value of the Subscription Receipts;
(iii) there should develop, occur or come into effect or existence any event, action, state, condition, including without limitation, any act of terrorism, war or like event, any pandemic, national emergency or similar event or the escalation thereof, or major financial occurrence of national or international consequence or a new or change in any law or regulation which in the reasonable opinion of the Agents, seriously adversely affects or involves, or will seriously adversely affect, or involve, the financial markets or the business, operations or affairs of the Corporation or Satellos or the market price of value of the Subscription Receipts or the Underlying Shares;
(iv) the Agents becomes aware of, as a result of its due diligence review or otherwise, of any material adverse change, or a change in any material fact or any material fact with respect to the Corporation (in the sole opinion of the Agents, each acting reasonably) which has not been disclosed to the Agents prior to the date hereof; or the Agents are not satisfied, each acting reasonably, with the results of its due diligence review in respect of the Corporation, its securities, assets or operations, the tax attributes of any of the securities of the Corporation or the Subscription Receipts or otherwise;
(v) if the state of financial markets in Canada or elsewhere where it is planned to market the Subscription Receipts is such that, in the reasonable opinion of the Agents, the securities cannot be marketed profitably or successfully;
(vi) there is an inquiry or investigation (whether formal or informal) by any Securities Commission or other regulatory authority in relation to the Corporation or any one of its directors or officers, or any of its principal shareholders, which has not been rescinded, revoked or withdrawn and which, in each case, operates to materially prevent or restrict the distribution of the Subscription Receipts as contemplated by this Agreement;
(vii) a cease trading order with respect to any securities of the Corporation is made by any Securities Commission or other competent authority by reason of the fault of the Corporation or its directors, officers and agents and such cease trading order has not been rescinded, revoked or withdrawn;
(viii) the Corporation or Satellos is in breach of a material term, condition or covenant of this Agreement or any representation or warranty given by the Corporation or Satellos in this Agreement becomes or is false or misleading, in all material respects; and
(ix) the Corporation receives notice from the TSXV that the Underlying Shares and/or Broker Warrant Shares shall not be accepted for listing on the TSXV.

The rights of termination contained in this Section 11 are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the

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matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Agents to the Corporation or on the part of the Corporation to the Agents except in respect of any liability which may have arisen prior to or arise after such termination under any of Sections 12 and 13.

12. Indemnity

The Corporation agree to indemnify and hold harmless the Agents and each Selling Firm (provided that each such Selling Firm is in material compliance with the covenants and obligations of the Agents set forth in Section 3 herein (as if such Selling Firm were an Agent), to the extent applicable) and each of their subsidiaries and affiliates, and each of their respective directors, officers, employees, shareholders, partners, advisors and agents (collectively, the “ Indemnified Parties ” and each, an “ Indemnified Party ”), to the full extent lawful, from and against any and all losses (except loss of profit), claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel in connection with any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “ Claims ”) to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Corporation by an Indemnified Party hereunder or otherwise in connection with the matters referred to in this Agreement, whether performed before or after the Corporation’s execution of this Agreement, including in connection with Claims relating to or arising from the following:

(a) any information or statement (except any information or statement relating solely to or provided by the Agents) contained in the Marketing Materials or any other written or oral communication provided by or on behalf of the Corporation to Subscribers, which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any omission or any alleged omission to state therein any fact or information (except facts or information relating solely to the Agents and provided by the Agents) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they are made;
(b) the omission or alleged omission to state in any certificate of the Corporation or of any officers of the Corporation delivered in connection with the Offering any material fact (except facts or information relating solely to the Agents and provided by the Agents) required to be stated therein where such omission or alleged omission constitutes or is alleged to constitute a misrepresentation;
(c) any order made or any inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority, stock exchange or by any other competent authority, based upon any misrepresentation or alleged misrepresentation (except a misrepresentation relating solely to the Agents and provided by the Agents) in the Marketing Materials (except any document or material delivered or filed solely by the Agents) based upon any failure or alleged failure to comply with Canadian Securities Laws (other than any failure or alleged failure to comply by the Agents) preventing and restricting the trading in or the sale of the Subscription Receipts in any of the Selling Jurisdictions;
(d) the non-compliance or alleged non-compliance by the Corporation with any material requirement of Applicable Securities Laws, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or
(e) breach of any representation, warranty or covenant of the Corporation contained in this Agreement or the failure of the Corporation to comply in all material respects with any of its obligations hereunder or thereunder,

and further agrees to immediately reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

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The Corporation also agrees that no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on the Corporation’s behalf or in right for or in connection with the performance of professional services rendered to the Corporation by an Indemnified Party hereunder or otherwise in connection with the matters referred to in this Agreement, whether performed before or after the Corporation’s execution of the Agreement, except to the extent that any losses, expenses, Claims, actions, damages or liabilities incurred by the Corporation are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have resulted from the Indemnified Party’s breach of this Agreement, or the gross negligence, wilful misconduct, fraud or dishonesty of such Indemnified Party.

In the event and to the extent that a court of competent jurisdiction in a final judgement that has become nonappealable determines that an Indemnified Party breached this Agreement, or was grossly negligent or guilty of wilful misconduct, fraud or dishonesty in connection with a Claim in respect of which the Corporation has advanced funds to the Indemnified Party pursuant to this indemnity, such Indemnified Party shall immediately reimburse such funds to the Corporation and thereafter this indemnity shall not apply to such Indemnified Party in respect of such Claim.

The Corporation agrees to waive any right the Corporation might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

In case any Claim is brought against an Indemnified Party, the Indemnified Party will give the Corporation prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Corporation will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected and the payment of all expenses. Failure by the Indemnified Party to so notify shall not relieve the Corporation of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in the forfeiture by the Corporation of substantive rights or defences or the extent that the Corporation is materially prejudiced thereby.

No admission of liability and no settlement, compromise or termination of any Claim shall be made without the Corporation’s consent and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld or delayed. No Indemnified Party shall be obliged to enter into any settlement which does not provide a complete release of such Indemnified Party from all further obligations to the claimant.

Notwithstanding that the Corporation will undertake the investigation and defence of any Claim, an Indemnified Party will have the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless:

(a) the employment of such counsel has been authorized in writing by the Corporation;
(b) the Corporation has not assumed the defence within a reasonable period of time after receiving notice of such Claim;
(c) the named parties to any such Claim include both the Corporation and the Indemnified Party and the Indemnified Party shall have been advised by counsel that there may be a conflict of interest between the Corporation and the Indemnified Party; or
(d) the Indemnified Party has been advised in writing by counsel that there are one or more defences available to the Indemnified Party which are different from or in addition to those available to the Corporation, which makes representation by the same counsel inappropriate.

The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise.

If for any reason the foregoing indemnification is unavailable (other than in accordance with the terms hereof) to the Indemnified Parties (or any of them) or insufficient to hold them harmless, then the Corporation shall contribute to

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the amount paid or payable by the Indemnified Parties as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Indemnified Parties on the other hand, but also the relative fault of the Corporation and the Indemnified Parties, as well as any other equitable considerations which may be relevant; provided that the Corporation shall, in any event, contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim, any amount in excess of the fees actually received by the Indemnified Parties hereunder in which case such fees and expenses will be for the Corporation’s account.

The Corporation hereby acknowledges the Lead Agent as trustee for each of the other Indemnified Parties of the Corporation’s covenants under this indemnity with respect to such persons and the Lead Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

The Corporation agrees to immediately reimburse the Lead Agent monthly for the time spent by an Indemnified Party in connection with any Claim at their reasonable per diem rates. The Corporation also agrees that if any Claim shall be brought against, or an investigation commenced in respect of the Corporation or the Corporation and the Indemnified Parties shall be required to testify, participate or respond in respect of or in connection with the performance of professional services rendered to the Corporation by an Indemnified Party hereunder or otherwise in connection with the matters referred to in this Agreement, the Agents shall have the right to employ its own counsel in connection therewith and the Corporation will immediately reimburse the Agents monthly for the time spent by an Indemnified Party in connection therewith at their reasonable per diem rates together with such fees and disbursements and reasonable out-of-pocket expenses as may be incurred, including the fees and disbursements of the Agent’s counsel.

13. Expenses

Whether or not the transactions contemplated by this Agreement are completed, the Corporation shall pay all expenses and fees in connection with the Offering, including, without limitation, all expenses of or incidental to the issue, sale or distribution of the Subscription Receipts; the fees and expenses of the Corporation’s counsel; and all costs incurred in connection with the preparation of documents relating to the Offering. The Corporation shall also pay, whether or not the transactions contemplated by this Agreement are completed, all reasonable and documented expenses and fees incurred by the Agents, fees and disbursements of the Agents’ counsel Baker & McKenzie LLP (up to a maximum of $110,000 plus disbursements and applicable taxes) and all reasonable out-of-pocket expenses of the Agents (collectively, the “ Agents’ Expenses ”). In the event the Closing does not occur, all fees and expenses incurred by the Agents shall be payable by the Corporation immediately upon receiving an invoice therefor from the Agents.

14. Survival of Representations and Warranties

The representations, warranties, covenants, obligations and agreements of the Corporation contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Subscription Receipts shall survive the purchase of the Subscription Receipts and shall continue in full force and effect following the Closing Date until the date that is two years following the Closing Date regardless of any subsequent disposition of the Subscription Receipts by the Subscribers or the termination of the Agents’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the sale of the Subscription Receipts.

15. Conflict of Interest

The Corporation acknowledges that the Agents and its affiliates carry on a range of businesses, including providing stockbroking, investment advisory, research, investment management and custodial services to clients and trading in financial products as agent or principal. It is possible that an Agent and other entities in its group that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions contemplated in this Agreement and effect transactions in those securities for their own account or for the account of their respective clients. The Corporation agrees that these divisions and entities may hold such positions and effect such transactions without regard to the Corporation’s interests under this Agreement.

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16. Fiduciary

The Corporation hereby acknowledges that the Agents are acting solely as agents in connection with the offer and sale of the Subscription Receipts. The Corporation further acknowledges that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agents act or be responsible as a fiduciaries to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agents may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agents hereby expressly disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by an Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agents agree that the Agents are acting as principals and not the agents or fiduciaries of the Corporation and the Agents have not, and the Agents will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agents have advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agents with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

17. Press Releases

Any press release connected with the Offering issued by the Corporation shall be issued only after consultation with the Agents and in compliance with Canadian Securities Laws. If the Offering is successfully completed, the Agents shall be permitted to publish, at the Agents’ expense, such advertisements or announcements relating to the services provided hereunder in such newspaper or other publications as it may consider appropriate as long as such advertisement or announcement complies with Canadian Securities Laws.

18. Time of the Essence

Time shall be of the essence of this Agreement.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable in Ontario and the parties hereto irrevocably attorn to the jurisdiction of the courts of such province.

20. Funds

Unless otherwise specified, all funds referred to in this Agreement shall be in Canadian dollars.

21. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “ Notice ”) shall be in writing addressed as follows:

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If to the Corporation, addressed and sent to:

iCo Therapeutics Inc. 777 Hornby Street Vancouver, BC V6Z 2T3 Attention: [Redacted] Email: [Redacted]

with a copy of any such notice (which shall not constitute notice to the Corporation) to:

Blake, Cassels & Graydon LLP 595 Burrard Street #2600 Vancouver, BC V7X 1L3 Attention: [Redacted] Email: [Redacted]

If to Satellos, addressed and sent to:

Satellos Bioscience Inc. #201, 65 Front Street E. Toronto, Ontario M5E 1B5 Attention: [Redacted] E-mail: [Redacted]

with a copy of any such notice (which shall not constitute notice to Satellos) to:

Borden Ladner Gervais LLP World Exchange Plaza 100 Queen Street, Suite 1300 Ottawa, ON K1P 1J9 Attention: [Redacted] Email: [Redacted]

If to the Agents, addressed and sent to:

Bloom Burton Securities Inc. 65 Front Street East, Suite 300 Toronto, Ontario M5E 1B5 Attention: [Redacted] Email: [Redacted]

with a copy of any such notice (which shall not constitute notice to the Agents) to:

Baker & McKenzie LLP Brookfield Place, Bay/Wellington Tower 181 Bay Street, Suite 2100 Toronto, Ontario, M5J 2T3 Attention: [Redacted] Email: [Redacted]

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or to such other address as any of the persons may designate by Notice given to the others.

Each Notice shall be personally delivered to the addressee or sent by email to the addressee and: (i) a Notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a Notice which is sent by email shall be deemed to be given and received on the first Business Day following the day on which it is sent, provided that the sender has evidence of a successful transmission, such as a email receipt confirmation.

22. Assignment

Except as contemplated herein, no party hereto may assign this Agreement or any part hereof without the prior written consent of the other party hereto. Subject to the foregoing, this Agreement shall enure to the benefit of, and shall be binding upon, the Corporation, Satellos and the Agents and their successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions contained in this Agreement, this Agreement and all conditions and provisions of this Agreement being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person except that the covenants and indemnities of the Corporation set out in Section 12 shall also be for the benefit of the Indemnified Party.

23. Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

24. Entire Agreement

The provisions herein contained constitute the entire agreement between the parties relating to the Offering and supersede all previous communications, representations, understandings and agreements between the parties with respect to the subject matter hereof whether verbal or written, other than the Section 11 of the Letter Agreement which is intended to survive.

25. Counterparts

This Agreement may be executed by any one or more of the parties to this Agreement in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

26. Electronic Transmission

The parties shall be entitled to rely on delivery by electronic means of an executed copy of this Agreement and acceptance by the parties of that delivery shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing this letter where indicated below and returning the same to the Agents upon which this letter as so accepted shall constitute an agreement among us.

Yours very truly,

BLOOM BURTON SECURITIES INC.

Per: (Signed) Michael Pollard Name: Michael Pollard Title: Managing Director, Investment Banking Authorized Signing Officer

RICHARDSON WEALTH LTD.

Per: (Signed) Nargis Sunderji Name: Nargis Sunderji Title: Vice President, Private Client Capital Markets Authorized Signing Officer

The foregoing offer is accepted and agreed to as of the date first above written.

ICO THERAPEUTICS INC.

Per: (Signed) William Jarosz Name: William Jarosz Title Chief Executive Officer Authorized Signing Officer

SATELLOS BIOSCIENCE INC. (only for the purposes of Section 5 and 7)

Per: (Signed) Frank Gleeson Name: Frank Gleeson Title: President and Chief Executive Officer Authorized Signing Officer

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SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule “A” and related exhibit, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in this Agreement to which this Schedule “A” is annexed and to which it forms a part, and the following terms shall have the meanings indicated:

(a) “ Broker Securities ” means the Broker Warrants and Broker Shares;
(b) “ Directed Selling Efforts ” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S;
(c) “ Foreign Private Issuer” means a “foreign private issuer” as that term is defined in Rule 405 under the U.S. Securities Act;
(d) “ General Solicitation ” and “ General Advertising ” means “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over television, radio or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
(e) “ IAI ” means an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D;
(f) “ IAI Letter ” means the form of U.S. Institutional Accredited Investor Representation Letter attached as Schedule D-1 to the Subscription Agreement;
(g) “ Offered Securities ” means and includes, individually and collectively, the Subscription Receipts and the Underlying Shares;
(h) “ Offshore Transaction ” means an “offshore transaction” as defined in Rule 902(h) of Regulation S;
(i) “ QIB ” means a “qualified institutional buyer” as such term is defined in Rule 144A under the U.S. Securities Act, that is also an IAI;
(j) “ QIB Letter ” means the form of U.S. Qualified Institutional Buyer Representation Letter attached as Schedule D-2 to the Subscription Agreement;
(k) “ Regulation D ” means Regulation D promulgated under the U.S. Securities Act;
(l) “ Regulation S ” means Regulation S promulgated under the U.S. Securities Act;
(m) “ Substantial U.S. Market Interest ” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;
(n) “ U.S. Investment Company Act ” means the United States Investment Company Act of 1940, as amended; and
(o) “ U.S. Placement Agent ” means a United States registered broker-dealer acting as placement agent for the Subscription Agreements in the United States (including pursuant to Rule 15a-6 under the U.S. Exchange Act, if applicable); and
(p) “ U.S. Subscriber ” means any Subscriber that is (a) in the United States, (b) a person purchasing Offered Securities on behalf of, or for the account or benefit of, any person in the United States, (c) a person who receives or received an offer to acquire the Offered Securities while in the United States, or (d) a person who was in the United States at the time such person’s buy order was made.
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Representations, Warranties and Covenants of the Agents

The Agents acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and state securities laws. Accordingly, each of the Agents represents, warrants, covenants and agrees to and with the Corporation, as at the date hereof and as at the Closing Date, that:

It has not offered or sold, and will not offer or sell any Offered Securities in the United States except as provided in paragraphs 2 through 18 below. Accordingly, none of the Agent, any U.S. Placement Agent appointed by it, or any persons acting on any of their behalf has made or will make (except as permitted in paragraphs 2 through 18 below) (i) any offer to sell or any solicitation of an offer to buy, any Offered Securities in the United States, (ii) any sale of Offered Securities to any Subscriber unless, at the time the buy order was or will have been originated, the Subscriber was outside the United States, or such Agent, any U.S. Placement Agent appointed by it or person acting on any of their behalf reasonably believed that such Subscriber was outside the United States, or (iii) any Directed Selling Efforts. In connection with offers and sales of Offered Securities outside the United States, the Agent, any U.S. Placement Agent appointed by it or any person acting on any of their behalf, have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities.
The Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act and any U.S. state securities laws. It has offered and will offer the Offered Securities for sale by the Corporation only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) in the United States to persons reasonably believed to be IAIs or QIBs, as applicable, in each case in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation and similar exemptions under applicable U.S. state securities laws, as provided in this Schedule “A”.
All offers of the Offered Securities by it for sale by the Corporation in the United States will be effected by a U.S. Placement Agent appointed by it, in accordance with all applicable U.S. federal and state brokerdealer requirements. Such U.S. Placement Agent is on the date hereof and will be, on the date of each offer and sale of Offered Securities in the United States, (i) duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer and sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and (ii) a member of and in good standing with the Financial Industry Regulatory Authority, Inc.
It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Securities, except with a U.S. Placement Agent or with the prior written consent of the Corporation. It shall require each U.S. Placement Agent to agree, for the benefit of the Corporation, to comply with, and shall use best efforts to ensure that the U.S. Placement Agent complies with, the provisions of this Schedule “A” applicable to such Agent as if such provisions applied to such U.S. Placement Agent.
All offers of Offered Securities by the Agent through a U.S. Placement Agent for sale by the Corporation in the United States have not been and will not be made (i) by any form of General Solicitation or General Advertising, or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Immediately prior to offering Offered Securities to a person in the United States, the Agent and/or the U.S. Placement Agent had a pre-existing relationship with such person and had reasonable grounds to believe and did believe that such offeree is an IAI or QIB, as applicable, and the Agent and/or the U.S. Placement Agent shall have reasonable grounds to believe and shall believe that each U.S. Subscriber solicited by it is an IAI or QIB, as applicable.
Each person offered Offered Securities in the United States by the Agent through the U.S. Placement Agent has been or shall be provided with a copy of the Marketing Materials and the Subscription Agreement. Prior to any sale of Offered Securities to a U.S. Subscriber solicited by the Agent through the U.S.
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Placement Agent, each such U.S. Subscriber shall be provided with a copy of the Marketing Materials and the Subscription Agreement. No other written material was or will be used by the Agent and the U.S. Placement Agent appointed by it in connection with the offer and sale of the Offered Securities in the United States.

The Agent agrees to deliver, through the U.S. Placement Agent, to each offeree in the United States a Subscription Agreement. Prior to the completion of any sale of the Offered Securities to a U.S. Subscriber, each such U.S. Subscriber will be required to execute and deliver a Subscription Agreement and any applicable schedules thereto, including Schedule D-1 thereto applicable to IAIs or Schedule D-2 thereto applicable to QIBs.
All offerees of Offered Securities solicited by the Agent through the U.S. Placement Agent in the United States and all U.S. Subscribers solicited by the Agent through the U.S. Placement Agent shall be informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws.
At least one Business Day prior to the Closing Time: (a) the Transfer Agent and the Corporation will be provided with a list of all U.S. Subscribers; and (b) the Corporation will be provided with all executed Subscription Agreements from such U.S. Subscribers, including all executed QIB Letters and IAI Letters, as applicable.
At the Closing Time, the Agent together with the U.S. Placement Agent appointed by it, will provide to the Corporation a certificate in the form of Exhibit “A” to this Schedule “A” relating to the manner of the offer of Offered Securities for sale by the Corporation in the United States or will be deemed to have represented and warranted that it and the U.S. Placement Agent appointed by it did not offer Offered Securities for sale by the Corporation in the United States.
None of the Agent, any of its affiliates or any person acting on any of their behalf (including any U.S. Placement Agent appointed by it) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities.
Sales of Offered Securities made to U.S. Subscribers will be made directly by the Corporation, and such Agent and U.S. Placement Agent shall act in the capacity as placement agent for such sales.
With respect to Offered Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “ Regulation D Securities ”), the Agent represents that none of (i) the Agent or the U.S. Placement Agent, (ii) the Agent or the U.S. Placement Agent’s general partners or managing members, (iii) any of the Agent’s or the U.S. Placement Agent’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Placement Agent’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of Regulation D Securities (each, a “ Dealer Covered Person ” and, collectively, the “ Dealer Covered Persons ”), is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date hereof.
The Agent is not aware of any person (other than any Dealer Covered Person, the other Agents and their Dealer Covered Persons) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. It will notify the Corporation, prior to the Closing Date, of any agreement entered into between it and such person in connection with such sale.
It will notify the Corporation in writing, prior to the Closing Date of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation hereunder, and (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.
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None of the Agent, the U.S. Placement Agent or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Underlying Shares, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Underlying Shares.
It understands that all Subscription Receipts sold to purchasers in the Offering that are IAIs (but not QIBs), as well as all Underlying Shares issuable pursuant thereto, will be issued in definitive physical form and will bear a restrictive legend substantially in the form set forth in Schedule D-1 to the Subscription Agreement.
The Agent acknowledges that the Broker Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Securities, the Agent represents, warrants, and covenants that it is acquiring or will acquire the Broker Securities as principal for its own account and not for the benefit of any other person. The Agent represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring and will not acquire the Broker Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to, or is exempt from, registration under the U.S. Securities Act and applicable U.S. state securities laws. The Agent agrees that it will not engage in any Directed Selling Efforts with respect to any Broker Securities, and will not offer or sell any Broker Securities in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees, to and with the Agents, as at the date hereof and as at the Closing Date, that:

The Corporation is, and on the Closing Date will be, a Foreign Private Issuer, and reasonably believes that there is no Substantial U.S. Market Interest in the Offered Securities or the Common Shares.
The Corporation is not, and as a result of the sales of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an “investment company” registered, or required to be registered, under the United States Investment Company Act of 1940, as amended.
Except with respect to offers and sales in accordance with this Schedule “A” of (i) Offered Securities to IAIs and QIBs in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws, none of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than Agents, their affiliates, any U.S. Placement Agents, and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities in the United States; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States, or (ii) the Corporation, its affiliates or any person acting on any of their behalf (other than the Agents, their affiliates, any U.S. Placement Agents, and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) reasonably believe that the Subscriber is outside the United States.
None of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than Agents, their affiliates, any U.S. Placement Agents, and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Offered Securities, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities outside the United States pursuant to the Agreement or the exemption from registration afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of the
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Offered Securities in the United States pursuant to the Agreement.

None of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than Agents, their affiliates, any U.S. Placement Agents, and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States, or (ii) acted in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
In connection with offers and sales of Offered Securities outside the United States, the Corporation, its affiliates, and any person acting on any of their behalf (other than Agents, their affiliates, any U.S. Placement Agents, and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities.
None of the Corporation, its affiliates, or any person acting on any of their behalf (other than Agents, their affiliates, any U.S. Placement Agents, and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities.
The Corporation will, within the prescribed time periods after the first sale of the Offered Securities in the United States, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities in the United States, including but not limited to filing a Form D, if applicable, with the SEC and any “blue sky” filing with the appropriate Securities Commission of any applicable state.
Since the date that is six months prior to the date hereof and until six months following the Closing Date, the Corporation has not sold, offered for sale or solicited any offer to buy, and it will not sell, offer for sale or solicit any offer to buy, any of its securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Securities.
None of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
With respect to the offer and sale of the Regulation D Securities, none of the Corporation, any of its predecessors, any “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer or other officer of the Corporation participating in the offering of the Regulation D Securities, any beneficial owner of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (other than any Dealer Covered Person, as to whom no representation, warranty, acknowledgement, covenant or agreement is made) is subject to a Disqualification Event.
The Corporation is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.
None of the Corporation, its affiliates or any person acting on any of their behalf (other than Agents, their affiliates, any U.S. Placement Agents, and any person acting on any of their behalf, as to whom no representation, warranty, covenant or agreement is made) will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Underlying Shares, or (ii) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Underlying Shares.
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EXHIBIT “A”

TO SCHEDULE “A”

U.S. PLACEMENT AGENT CERTIFICATE

In connection with the private placement in the United States of Offered Securities of iCo Therapeutics Inc. (the “ Corporation ”) pursuant to the Agency Agreement dated April 27, 2021 among the Corporation and Bloom Burton Securities Inc. and Richardson Wealth Ltd. (the “ Agents ”), each of the undersigned does hereby certify as follows with respect to its activities:

(i) the undersigned U.S. Placement Agent who offered Offered Securities in the United States is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended (the “ U.S. Exchange Act ”), and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.;
(ii) all offers of Offered Securities for sale by the Corporation in the United States were effected by or through the U.S. Placement Agent or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements;
(iii) each offeree and Subscriber of Offered Securities that is in the United States was provided with a copy of the Marketing Materials and the Subscription Agreement and no other written material was used in connection with the offer and sale of Offered Securities in the United States;
(iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, we had reasonable grounds to believe and did believe that each such offeree was an IAI or QIB, as applicable, and, on the date hereof, we continue to believe that each U.S. Subscriber is an IAI or a QIB, as applicable;
(v) we obtained from each U.S. Subscriber an executed Subscription Agreement, including an executed QIB Letter or IAI Letter, as applicable, and we have delivered the same to the Corporation;
(vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States;
(vii) we made no Directed Selling Efforts with respect to the Offered Securities;
(viii) we have not taken and will not take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities;
(ix) none of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “ Dealer Covered Person ”), is subject to disqualification under Rule 506(d) of Regulation D, except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Corporation prior to the date hereof;
(x) we are not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities; and
(xi) the offering of Offered Securities in the United States has been conducted by us in accordance with the terms of the Agreement, including Schedule “A” thereto.
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Terms used in this certificate have the meanings given to them in the Agreement (including in Schedule “A” thereto) unless otherwise defined herein.

DATED as of this day of _______, 2021.

BLOOM BURTON SECURITIES INC.

[ U.S. PLACEMENT AGENT]

By: By: Name: Name: Title: Title:

AI assistant

13260917 Canada Inc. — Capital/Financing Update 2021

45880_rns_2021-05-14_2b9aefd9-306d-4c8c-9808-7d4071f75ef8.pdf

AGENCY AGREEMENT

Attention: William Jarosz, Chief Executive Officer

DEFINITIONS

TERMS AND CONDITIONS

2. Nature of the Offering

3. Certain Representations, Warranties, Covenants and Obligations of the Agents

4. Representations and Warranties of the Corporation

5. Representations and Warranties of Satellos

6. Covenants of the Corporation

7. Covenant of Satellos

8. Agents’ Compensation

9. Closing Conditions

10. Closing

11. Rights of Termination

12. Indemnity

13. Expenses

14. Survival of Representations and Warranties

15. Conflict of Interest

16. Fiduciary

17. Press Releases

18. Time of the Essence

19. Governing Law

20. Funds

21. Notice

22. Assignment

23. Severability

24. Entire Agreement

25. Counterparts

26. Electronic Transmission

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

BLOOM BURTON SECURITIES INC.

RICHARDSON WEALTH LTD.

ICO THERAPEUTICS INC.

SATELLOS BIOSCIENCE INC. (only for the purposes of Section 5 and 7)

SCHEDULE “A”

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Agents

Representations, Warranties and Covenants of the Corporation

EXHIBIT “A”

TO SCHEDULE “A”

U.S. PLACEMENT AGENT CERTIFICATE

BLOOM BURTON SECURITIES INC.

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13260917 Canada Inc. Capital/Financing Update 2021