BuildDirect.com Technologies Inc.

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COMPUTERSHARE TRUST COMPANY OF CANADA

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VLCTY CAPITAL INC.

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CIBC WORLD MARKETS INC.

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CANACCORD GENUITY CORP.

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issue of approximately 3,487,000 Subscription Receipts

Dated as of April 30, 2021

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Article 1 INTERPRETATION .................................................................................................... 3	Article 1 INTERPRETATION .................................................................................................... 3
1.1	Definitions .................................................................................................................... 3
1.2	Interpretation .............................................................................................................. 12
1.3	Applicable Law ........................................................................................................... 12
Article 2 THE SUBSCRIPTION RECEIPTS .......................................................................... 13
2.1	Creation and Issue of Subscription Receipts .............................................................. 13
2.2	Payment Acknowledgement ....................................................................................... 13
2.3	Terms of Subscription Receipts .................................................................................. 13
2.4	Form of Subscription Receipt Certificates ................................................................. 14
2.5	CDS Subscription Receipts ........................................................................................ 16
2.6	Signing of Subscription Receipt Certificates .............................................................. 18
2.7	Certification by Subscription Receipt Agent .............................................................. 19
2.8	Subscription Receipts to Rank_Pari Passu_................................................................. 20
2.9	Issue in Substitution for Lost Certificates, Etc. .......................................................... 21
2.10	Subscription Receiptholder not a Shareholder ........................................................... 21
Article 3 REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION
RECEIPTS AND EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES ......... 21
3.1	Registration of Subscription Receipts ........................................................................ 21
3.2	Exchange of Subscription Receipt Certificates .......................................................... 22
3.3	No Charges for Exchange ........................................................................................... 23
3.4	Ownership of Subscription Receipts .......................................................................... 23
Article 4 CONVERSION OF SUBSCRIPTION RECEIPTS ................................................. 24
4.1	Conversion of Subscription Receipts by Subscription Receipt Agent ....................... 24
4.2	Effect of Conversion ................................................................................................... 25
4.3	Fractions ..................................................................................................................... 25
4.4	Recording.................................................................................................................... 26
4.5	Securities Restrictions ................................................................................................ 26
Article 5 COVENANTS .............................................................................................................. 27
5.1	General Covenants ...................................................................................................... 27
5.2	Remuneration and Expenses of Subscription Receipt Agent ..................................... 29
5.3	Notice of Issue ............................................................................................................ 29
5.4	Securities Qualification Requirements ....................................................................... 29
5.5	Performance of Covenants by Subscription Receipt Agent ....................................... 29
Article 6 DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION
RECEIPTS................................................................................................................................... 30

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6.1		Deposit of Escrowed Proceeds in Escrow .................................................................. 30
6.2		Investment of Escrowed Funds................................................................................... 30
6.3		Release of Escrowed Funds ........................................................................................ 32
6.4		Escrowed Funds Held in Trust ................................................................................... 33
6.5		Representation Regarding Third Party Interests ......................................................... 33
Article	7	ADJUSTMENTS ......................................................................................................... 34
7.1		Adjustment of Number of Underlying Shares and Underlying Warrants .................. 34
7.2		No Adjustment for Stock Options etc. ........................................................................ 39
7.3		Determination by Corporation’s Auditors .................................................................. 39
7.4		Proceedings Prior to Any Action Requiring Adjustment ........................................... 39
7.5		Action Requiring Adjustment ..................................................................................... 40
7.6		Certificate of Adjustment ........................................................................................... 40
7.7		Notice of Special Matters ........................................................................................... 40
7.8		Protection of Subscription Receipt Agent .................................................................. 40
Article	8	ENFORCEMENT ....................................................................................................... 41
8.1		Suits by Subscription Receiptholders ......................................................................... 41
8.2		Limitation of Liability ................................................................................................ 41
Article	9	MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS ..................................... 41
9.1		Right to Convene Meetings ........................................................................................ 41
9.2		Notice.......................................................................................................................... 42
9.3		Chairman .................................................................................................................... 42
9.4		Quorum ....................................................................................................................... 42
9.5		Power to Adjourn........................................................................................................ 43
9.6		Show of Hands............................................................................................................ 43
9.7		Poll .............................................................................................................................. 43
9.8		Voting ......................................................................................................................... 43
9.9		Regulations ................................................................................................................. 43
9.10		The Corporation and Subscription Receipt Agent may be Represented .................... 44
9.11		Powers Exercisable by Extraordinary Resolution ...................................................... 44
9.12		Meaning of “Extraordinary Resolution” ..................................................................... 46
9.13		Powers Cumulative ..................................................................................................... 46
9.14		Minutes ....................................................................................................................... 47
9.15		Instruments in Writing ................................................................................................ 47
9.16		Binding Effect of Resolutions .................................................................................... 47
9.17		Evidence of Subscription Receiptholders ................................................................... 47

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9.18	Holdings by the Corporation and Subsidiaries Disregarded ...................................... 48
Article 10 SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES .......... 48
10.1	Provision for Supplemental Agreements for Certain Purposes .................................. 48
10.2	Successor Entities ....................................................................................................... 49
Article 11 CONCERNING SUBSCRIPTION RECEIPT AGENT ........................................ 50
11.1	Applicable Legislation ................................................................................................ 50
11.2	Rights and Duties of Subscription Receipt Agent ...................................................... 50
11.3	Evidence, Experts and Advisers ................................................................................. 51
11.4	Documents, Money, Etc. held by Subscription Receipt Agent .................................. 52
11.5	Action by Subscription Receipt Agent to Protect Interests ........................................ 53
11.6	Subscription Receipt Agent not Required to Give Security ....................................... 53
11.7	Protection of Subscription Receipt Agent .................................................................. 53
11.8	Replacement of Subscription Receipt Agent .............................................................. 55
11.9	Acceptance of Duties and Obligations ....................................................................... 56
Article 12 GENERAL ................................................................................................................. 57
12.1	Notice to the Corporation, VLCTY, the Agents, and Subscription Receipt Agent .... 57
12.2	Notice to Subscription Receiptholders ....................................................................... 59
12.3	Satisfaction and Discharge of Agreement .................................................................. 59
12.4	Sole Benefit of Parties and Subscription Receiptholders ........................................... 60
12.5	Discretion of Directors ............................................................................................... 60
12.6	Force Majeure ............................................................................................................. 60
12.7	Privacy Consent .......................................................................................................... 60
12.8	Counterparts and Formal Date .................................................................................... 61
Schedule	“A” FORM OF SUBSCRIPTION RECEIPT CERTIFICATE ............................... 1
Schedule	“B” ESCROW RELEASE NOTICE .......................................................................... 1

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SUBSCRIPTION RECEIPT AGREEMENT

THIS SUBSCRIPTION RECEIPT AGREEMENT (the “ Agreement ”) dated as of April 30, 2021.

A M O N G:

BUILDDIRECT.COM TECHNOLOGIES INC. , a corporation

governed by the laws of Canada,

(the “ Corporation ”)

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COMPUTERSHARE TRUST COMPANY OF CANADA , a trust company existing under the laws of Canada,

(the “ Subscription Receipt Agent ”)

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VLCTY CAPITAL INC. , a corporation governed by the laws of British Columbia,

(“ VLCTY ”)

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CIBC WORLD MARKETS INC.

(“ CIBC ”)

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CANACCORD GENUITY CORP.

(“ Canaccord ”)

WHEREAS pursuant to the terms and conditions of the Agency Agreement (as defined herein) the Corporation proposes to create and issue approximately 3,487,000 Subscription Receipts (as defined herein) at a price of $5.75 per Subscription Receipt on a private placement basis, with each Subscription Receipt representing the right to acquire one unit of Corporation (each a “ Unit ”). Each Unit will consist of one (1) Underlying Share of the Corporation (as defined herein) and one (1) Underlying Warrant of the Corporation (as defined herein), subject to certain adjustments, in the manner herein set forth. The Underlying Shares and Underlying Warrants constituting the

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Units are expected to be immediately exchanged or adjusted into securities of VLCTY upon completion of the Business Combination (as defined herein);

AND WHEREAS pursuant to the terms and conditions of the amalgamation agreement (the “ Amalgamation Agreement ”) to be entered into among the Corporation, VLCTY, a capital pool company listed on the Stock Exchange (as defined herein), and a wholly-owned subsidiary of VLCTY (“ AcquisitionCo ”), VLCTY will acquire all of the issued and outstanding Common Shares and Class AA Preferred Shares in exchange for the issuance of Resulting Issuer Shares (as defined herein) (the “ Business Combination ”) which will constitute VLCTY’s “Qualifying Transaction” (as such term is defined in Policy 2.4 – Capital Pool Companies of the Stock Exchange) (the “ Transaction ”) and the resulting company will change its name to “BuildDirect.com Technologies Inc.” (the “ Resulting Issuer ”);

AND WHEREAS pursuant to the Business Combination, all of the holders of Common Shares (including holders of Underlying Shares) and Class AA Preferred Shares will receive one (1) Resulting Issuer Share in exchange for each Common Share held and in exchange for each Class AA Preferred Share held (in each case, on a post-Corporation Consolidation (as defined below) basis) and all of the holders of Underlying Warrants will receive one (1) Resulting Issuer Warrant (as defined herein) in exchange for each Underlying Warrant held;

AND WHEREAS the Corporation has agreed that:

(a) pending the satisfaction of the Release Condition (as defined herein), the aggregate gross proceeds from the sale of the Subscription Receipts, less the Agents’ Expenses and less the Commission, are to be delivered to and held by the Subscription Receipt Agent as escrow agent hereunder, unless otherwise directed, and invested in the manner set out herein;
(b) if the Release Condition is satisfied no later than the Release Deadline (as defined herein), Subscription Receiptholders (as defined herein) will be entitled to receive, without payment of additional consideration or the undertaking of any further action, one (1) Underlying Share and one (1) Underlying Warrant (subject to adjustment as set out herein) for each Subscription Receipt then held; and
(c) if (i) the Release Notice is not delivered to the Subscription Receipt Agent on or before the Release Deadline, (ii) a Termination Notice (as defined herein) is delivered at or prior to 5:00 p.m. (Vancouver time) on the Release Deadline, or (iii) the Amalgamation Agreement is terminated (any such event being a “ Termination Event ”), the Subscription Receiptholders shall, within three Business Days (as defined herein) following the date on which the Termination Event occurs, be entitled to receive from the Subscription Receipt Agent and the Subscription Receipt Agent shall pay to each Subscription Receiptholder the Purchase Price per Subscription Receipt plus such Subscription Receiptholder’s pro rata share of any accrued interest thereon (less any withholding tax, if any) from the Escrowed Funds, and all of the Subscription Receipts shall be cancelled.

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AND WHEREAS the Subscription Receipt Agent has agreed to act as registrar and transfer agent for the Subscription Receipts, and as escrow agent to receive the Escrowed Proceeds, in accordance with the terms and conditions set out herein;

AND WHEREAS all things necessary have been done and performed to make the Subscription Receipt Certificates (as defined herein), when certified by the Subscription Receipt Agent and issued and delivered as herein provided, legal, valid and binding obligations of the Corporation with the benefits, of and subject to the terms, of this Agreement;

AND WHEREAS the foregoing recitals are made as representations by the Corporation and VLCTY and not by the Subscription Receipt Agent, CIBC or Canaccord;

AND WHEREAS the Subscription Receipt Agent has agreed to enter into this Agreement and to hold all rights, interests and benefits contained herein for and on behalf of those Persons (as defined herein) who from time to time become holders of Subscription Receipts issued pursuant to this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged, by each of the Corporation, VLCTY, the Lead Agents (as defined below), on their own behalf and on behalf of the Agents, and the Subscription Receipt Agent, the Corporation hereby appoints the Subscription Receipt Agent as agent for the Subscription Receiptholders, to hold all rights, interests and benefits contained herein for and on behalf of those Persons who from time to time become holders of Subscription Receipts issued pursuant to this Agreement, and the Corporation, VLCTY, the Lead Agents, on their own behalf and on behalf of the Agents, and the Subscription Receipt Agent hereby covenant, agree and declare as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement and in the Subscription Receipt Certificates, unless there is something in the subject matter or context inconsistent therewith:

(a) “ AcquisitionCo ” has the meaning ascribed thereto in the recitals to this Agreement; (b) “ Agency Agreement ” means the Agency Agreement dated April 30, 2021 among the Corporation, VLCTY and the Agents;
(c) “ Agents ” means the Lead Agents, Cormark Securities Inc., Raymond James Ltd. and PI Financial Corp.;
(d) “ Agents’ Expenses ” means reasonable expenses and disbursements of the Agents, including fees and expenses of Agents’ counsel, as more particularly described in the Agency Agreement;
(e) “ Amalgamation Agreement ” has the meaning ascribed thereto in the recitals to this Agreement;

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(f) “ Applicable Legislation ” means such provisions of any statute of Canada or of a province thereof, and of regulations under any such statute, relating to subscription receipt agreements or to the rights, duties and obligations of corporations and of subscription receipt agents under subscription receipt agreements, as are from time to time in force and applicable to this Agreement;
(g) “ Applicable Procedures ” means (a) with respect to any exchange of beneficial ownership interests in, or the conversion of Subscription Receipts represented by, a CDS Subscription Receipt, the applicable rules, procedures or practices of CDS and the Subscription Receipt Agent in effect at the time being, and (b) with respect to any issuance, deposit or withdrawal of Subscription Receipts from or to an electronic position evidencing a beneficial ownership interest in Subscription Receipts represented by a CDS Subscription Receipt, the rules, procedures or practices followed by CDS and the Subscription Receipt Agent at the time being with respect to the issuance, deposit or withdrawal of such positions;
(h) “ Approved Bank ” has the meaning ascribed thereto in Section 6.2(a);
(i) “ Authenticated ” means (a) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Corporation or on which the signatures of the Corporation have been printed, lithographed or otherwise mechanically reproduced and authenticated by signature of an authorized officer of the Subscription Receipt Agent, and (b) with respect to the issuance of an Uncertificated Subscription Receipt, one in respect of which the Subscription Receipt Agent has completed all Internal Procedures such that the particulars of such Uncertificated Subscription Receipt as required by Section 2.7(a) are entered in the register of holders of Subscription Receipts; “ Authenticate ”, “ Authenticating ” and “ Authentication ” have the appropriate correlative meanings;
(j) “ Book Entry Participants ” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Subscription Receipts;
(k) “ Business Combination ” has the meaning ascribed thereto in the recitals to this Agreement;
(l) “ Business Day ” means any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business in the City of Vancouver, Province of British Columbia and shall be a day on which the Stock Exchange is open for trading;
(m) “ CDS Subscription Receipts ” means Subscription Receipts representing all or a portion of the aggregate number of Subscription Receipts issued in the name of the Depository represented by an Uncertificated Subscription Receipt, or if requested by the Depository or the Corporation, by a Subscription Receipt Certificate;
(n) “ Canaccord ” has the meaning ascribed thereto on the first page of this Agreement;

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(o) “ Certificated Subscription Receipts ” means a Subscription Receipt evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;
(p) “ CIBC ” has the meaning ascribed thereto on the first page of this Agreement;
(q) “ Closing Date ” means the Initial Closing Date, the Option Closing Date or any other closing date of the Offering, or such other date or dates as determined by the Corporation;
(r) “ Common Shares ” means the common shares in the capital of the Corporation as constituted on the date hereof;
(s) “ Commission ” has the meaning ascribed thereto in the Agency Agreement;
(t) “ Corporation ” has the meaning ascribed thereto on the first page of this Agreement;
(u) “ Corporation Consolidation ” means the consolidation of the Common Shares and the Class AA Preferred Shares of the Corporation on the basis of one postconsolidation Common Share for each 5.393 issued and outstanding preconsolidation Common Shares and one post-consolidation Class AA Preferred Share for each 5.393 issued and outstanding pre-consolidation Class AA Preferred Shares, pursuant to which no BuildDirect shares will be issued. If the Corporation Consolidation would result in the existence of a fractional Common Share or Class AA Preferred Share, such fraction will be rounded up to the next whole number if the fractional entitlement is greater than or equal to 0.5 Common Shares or Class AA Preferred Shares, as applicable, and rounded down to the next whole number if the fractional entitlement is less than 0.5 Common Shares or Class AA Preferred Shares, as applicable;
(v) “ Counsel ” means a barrister or solicitor, or a firm of barristers and solicitors, who may be counsel for the Corporation, acceptable to the Subscription Receipt Agent;
(w) “ Current Market Price ” means, at any date, the volume weighted average price per share at which the Common Shares have traded:
(i) on the Stock Exchange;
(ii) if the Common Shares are not listed on the Stock Exchange, on any stock exchange upon which the Common Shares are listed as may be selected for this purpose by the board of directors of the Corporation, acting reasonably; or
(iii) if the Common Shares are not listed on any stock exchange, on any overthe-counter market on which the Common Shares are trading, as may be selected for this purpose by the board of directors of the Corporation, acting reasonably;

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during the 20 consecutive Trading Days (on each of which at least 500 Common Shares are traded in board lots) ending the third Trading Day before such date and the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold in board lots on the exchange or market, as the case may be, during the 20 consecutive Trading Days by the number of Common Shares sold or, if not traded on any recognized market or exchange, as determined by the directors of the Corporation, acting reasonably;

(x) “ Depository ” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Subscription Receipts;
(y) “ Director ” means a director of the Corporation for the time being, and reference without more to action by the directors means action by the directors of the Corporation as a board or, to the extent empowered, by a committee of the board, in each case by resolution duly passed;
(z) “ Escrowed Funds ” means the Escrowed Proceeds plus all Subscription Receipt Interest and income, if any, earned thereon;
(aa) “ Escrowed Proceeds ” means the cash amount of $18,723,976.61, being the gross proceeds of the Offering, less the Agents’ Expenses and the Commission, delivered to the Subscription Receipt Agent to be held in escrow on the terms and subject to the conditions of this Agreement as confirmed in writing by the Corporation;
(bb) “ Exchange Act ” means the U.S. Securities Exchange Act of 1934 , as amended;
(cc) “ Extraordinary Resolution ” has the meaning attributed thereto in Section 9.12 and Section 9.15 hereof;
(dd) “ Initial Closing Date ” means April 30, 2021 or such other date as the Corporation, VLCTY and the Lead Agents may agree in writing;
(ee) “ Internal Procedures ” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the Subscription Receipt Agent’s internal procedures customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the Subscription Receipt Agent;
(ff)
“ Lead Agents ” mean CIBC and Canaccord;
(gg) “ Offering ” means the sale of approximately 3,487,000 Subscription Receipts by the Corporation on a private placement basis for gross proceeds of approximately $20,000,000 or such greater number of Subscription Receipts as may be agreed to between the Corporation and the Lead Agents, subject to increase if the OverAllotment Option is exercised;

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(hh) “ Option Closing Date ” means the date on which the Subscription Receipts issuable pursuant to the Over-Allotment Option are purchased;
(ii) “ Over-Allotment Option ” means the option, exercisable by the Lead Agents at any time for a period of 30 days after and including the Closing Date (but before the Release Date), to increase the size of the Offering by an amount equal to 15% of the total number of Subscription Receipts sold under the Offering;
(jj) “ Person ” includes an individual, corporation, partnership, trustee, unincorporated organization or any other entity whatsoever, and words importing Persons have a similar extended meaning;
(kk) “ Purchase Price ” means $5.75 per Subscription Receipt;
(ll) “ Qualified Institutional Buyer ” means a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act;
(mm) “ Regulation S ” means Regulation S under the U.S. Securities Act;
(nn) “ Release Condition ” means, collectively, the following conditions:
(i) the Amalgamation Agreement has been entered into by the Corporation and VLCTY on terms acceptable to the Lead Agents, acting reasonably;
(ii) the Warrant Indenture has been entered into among the Corporation, VLCTY and Computershare Trust Company of Canada, as the warrant agent, on terms acceptable to the Lead Agents, acting reasonably;
(iii) the Corporation shall have obtained lock-up agreements in the form attached as Schedule B to the Agency Agreement from the directors, officers and shareholders of the Corporation holding at least 95% of the Corporation’s issued and outstanding Common Shares, on an as converted basis, from those parties identified as under Schedule C to the Agency Agreement;
(iv) written confirmation to the Lead Agents from each of the Corporation and VLCTY that all conditions precedent to the completion of the Business Combination have been satisfied or, subject to the approval of the Lead Agents, waived, other than release of the Escrowed Funds, and that the Business Combination shall be completed forthwith upon release of the Escrowed Funds;
(v) the Resulting Issuer Shares (including, the Resulting Issuer Shares to be issued to holders of Subscription Receipts upon the exchange of the Underlying Shares pursuant to the Business Combination and upon exercise of the Resulting Issuer Warrants) being conditionally approved for listing on the Stock Exchange, without objection from the British Columbia

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Securities Commission or any other relevant regulatory body or securities commission;

(vi) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Business Combination;
(vii) the Corporation shall have delivered a certificate of the Chief Executive Officer and the Chief Financial Officer of the Corporation (or such other officers as may be acceptable to the Lead Agents, in their sole discretion) to the Lead Agents confirming that it is not in breach or default of any of its representations, warranties or covenants under the Subscription Receipt Agreement or the Agency Agreement, except for those breaches or defaults that have been waived by the Lead Agents and confirming that all conditions set out in the Agency Agreement and the Subscription Receipt Agreement to be fulfilled by the Corporation have been fulfilled;
(viii) VLCTY shall have delivered a certificate of the Chief Executive Officer of VLCTY (or such other officer as may be acceptable to the Lead Agents, in their sole discretion) to the Lead Agents confirming that it is not in breach or default of any of its representations, warranties or covenants under the Agency Agreement, except for those breaches or defaults that have been waived by the Lead Agents, and confirming that conditions set out in the Agency Agreement to be fulfilled by VLCTY have been fulfilled; and
(ix) the delivery of the release certificate to the Subscription Receipt Agent in accordance with the terms of this Agreement stating that all conditions precedent to the completion of the Business Combination have been satisfied or waived, other than the release of the Escrowed Funds;
(oo) “ Release Date ” means either (i) the date, prior to the Termination Time, on which the Release Notice is received by the Subscription Receipt Agent in accordance with the terms of this Agreement, provided that the Release Notice is received by the Subscription Receipt Agent by 8:00 a.m., Vancouver time, on such date; or (ii) the first Business Day, provided that it is prior to the Termination Time, following the date on which the Release Notice is received by the Subscription Receipt Agent in accordance with the terms of this Agreement, if the Release Notice is received by the Subscription Receipt Agent after 8:00 a.m., Vancouver time, on such date;
(pp) “ Release Deadline ” means at or prior to 5:00 p.m. (Vancouver time) on August 28, 2021, being the date that is 120 days after the Initial Closing Date, subject to extension as the Corporation, VLCTY and the Lead Agents may agree in writing or the holders may approve by an Extraordinary Resolution;
(qq) “ Release Notice ” means a written notice, in substantially the form set out in Schedule “B” attached hereto, executed by the Corporation and VLCTY and acknowledged by the Lead Agents, on their own behalf and on behalf of the Agents, confirming that the Release Condition has been satisfied;

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(rr) “ Release Time ” means 9:00 a.m. Vancouver time on the Release Date;
(ss) “ Resulting Issuer Shares ” means the VLCTY Shares upon completion of the Transaction (on a post-VLCTY Consolidation basis);
(tt) “ Resulting Issuer Warrant Share ” means the Resulting Issuer Share issuable upon exercise of a Resulting Issuer Warrant pursuant to the terms of the Warrant Indenture;
(uu) “ Resulting Issuer Warrants ” means the Resulting Issuer Share purchase warrants of VLCTY issued upon completion of the Business Combination to the holders of Underlying Warrants, with each full Resulting Issuer Warrant exercisable to acquire one Resulting Issuer Share at a price of $6.90 per Resulting Issuer Share at any time prior to the date that is 24 months from the closing of the Business Combination pursuant to the terms of the Warrant Indenture, provided that if, prior to the expiry date of the Resulting Issuer Warrants, the daily volume-weighted average trading price of the Resulting Issuer Shares on the Stock Exchange exceeds $8.00 for a period of at least thirty consecutive Trading Days, the Corporation may accelerate the expiry date of the Resulting Issuer Warrants to a date not earlier than the date that is thirty days following the acceleration of such warrants;
(vv) “ SEC ” means the U.S. Securities and Exchange Commission;
(ww) “ Stock Exchange ” means the TSX Venture Exchange;
(xx) “ Subscription Receipts ” means the subscription receipts created and issued pursuant to Section 2.1(a) hereof and authorized for issue hereunder and that have not at the particular time expired, been purchased by the Corporation, converted or otherwise become null, void and of no further force or effect;
(yy) “ Subscription Receipt Agent ” has the meaning ascribed thereto on the first page of this Agreement;
(zz) “ Subscription Receipt Certificate ” means a certificate representing one or more Subscription Receipts substantially in the form of the certificate attached hereto as Schedule “A”;
(aaa) “ Subscription Receipt Interest ” has the meaning ascribed thereto in Section 6.2(a);
(bbb) “ Subscription Receiptholder’s Request ” means an instrument, signed in one or more counterparts by Subscription Receiptholders who hold in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

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(ccc) “ Subscription Receiptholders ” or “ holders ” means the Persons from time to time entered in a register of holders described in Section 3.1 hereof as holders of Subscription Receipts;
(ddd) “ Subsidiary of the Corporation ” means any corporation of which Voting Shares carrying more than 20% of the votes attached to all outstanding Voting Shares of such corporation are owned, directly or indirectly, other than by way of security only, by one or more of the Corporation and any subsidiary of the Corporation, provided that the Corporation or such subsidiary of the Corporation is not contractually or otherwise prohibited or restricted from exercising sufficient of the voting rights attached to such Voting Shares to elect at least a majority of the directors of such corporation;
(eee) “ Termination Date ” means the earlier of:
(i) the date on which the Subscription Receipt Agent receives a Termination Notice; or
(ii) the date that is first Business Day after the Release Deadline, if the Subscription Receipt Agent has not received the Release Notice prior to the Release Deadline;
(fff) “ Termination Event ” has the meaning ascribed thereto in the recitals to this Agreement;
(ggg) “ Termination Notice ” means a written notice from the Corporation addressed to the Subscription Receipt Agent and the Lead Agents indicating that a Termination Event has occurred and the Release Condition will not be satisfied prior to or by the Release Deadline and directing the Subscription Receipt Agent to return all Escrowed Funds to the Subscription Receiptholders within the three Business Days of the Termination Date;
(hhh) “ Termination Time ” means 5:00 p.m. (Vancouver time) on the Termination Date;
(iii) “ this Subscription Receipt Agreement ”, “ this Agreement ”, “ hereto ”, “ hereunder ”, “ hereof ”, “ herein ”, “ hereby ” and similar expressions mean or refer to this Subscription Receipt Agreement and any indenture, deed or instrument supplemental or ancillary hereto, and the expressions “ article ”, “ section ”, “ subsection ”, “ paragraph ”, “ subparagraph ”, “ clause ” and “ subclause ” followed by a number mean the specified article, section, subsection, paragraph, subparagraph, clause or subclause of this Agreement;
(jjj) “ Trading Day ” means a day on which the Stock Exchange (or such other exchange on which the VLCTY Shares are listed and which forms the primary trading market for such shares) is open for trading, and if the VLCTY Shares are not listed on a stock exchange, a day on which an over-the-counter market where such shares are traded is open for business;

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(kkk) “ Transaction ” has the meaning ascribed to such term in the recitals to this Agreement;
(lll) “ U.S. Securities Act ” means the United States Securities Act of 1933 , as amended;
(mmm)“ Uncertificated Subscription Receipt ” means any Subscription Receipt which is not a Certificated Subscription Receipt, including any CDS Subscription Receipt;
(nnn) “ Underlying Shares ” means the Common Shares issuable to Subscription Receiptholders (on a post-Corporation Consolidation basis) pursuant to the Subscription Receipts without payment of additional consideration in accordance with the terms and conditions of this Agreement;
(ooo) “ Underlying Warrants ” means the Common Share purchase warrants issuable to Subscription Receiptholders (on a post-Corporation Consolidation basis) pursuant to the Subscription Receipts without payment of additional consideration in accordance with the terms and conditions of this Agreement;
(ppp) “ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
(qqq) “ VLCTY ” has the meaning ascribed thereto on the first page of this Agreement;
(rrr) “ VLCTY Consolidation ” means the consolidation of the VLCTY Shares on the basis of one post-consolidation VLCTY Share for each 26.538 issued and outstanding pre-consolidation VLCTY Shares pursuant to which no fractional shares will be issued. If the VLCTY Consolidation would result in the issuance of a fractional VLCTY Share, such fraction will be rounded up to the next whole number if the fractional entitlement is greater than or equal to 0.5 VLCTY Shares and rounded down to the next whole number if the fractional entitlement is less than 0.5 VLCTY Shares;
(sss) “ VLCTY Shares ” means common shares in the capital of VLCTY;
(ttt) “ Voting Shares ” means shares of any corporation of one or more classes or series of a class of shares of such corporation carrying voting rights under all circumstances (and not by reason of the happening of a contingency) sufficient if exercised to elect all of the directors of such corporation, provided that such shares shall be deemed not to cease to be Voting Shares solely by reason of a right to vote for the election of one or more of the directors of such corporation accruing to shares of another class or series of a class of shares of such corporation by reason of the happening of a contingency;
(uuu) “ Warrant Indenture ” means the warrant indenture to be entered into on the Closing Date among the Corporation, the Lead Agents, and Computershare Trust Company of Canada, as the warrant agent, or such other warrant agent as may be acceptable to the Corporation and the Lead Agents, on behalf of the Agents;

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(vvv) “ Written Order of the Corporation ”, “ Written Request of the Corporation ”, “ Written Direction of the Corporation ” and “ Certificate of the Corporation ” mean a written order, request, consent, direction and certificate, respectively, signed in the name of the Corporation by any Director or officer of the Corporation or by any other individual to whom such signing authority is delegated by the Directors from time to time, and may consist of one or more instruments so executed respectively.

1.2 Interpretation

(a) Words Importing the Singular: Words importing the singular include the plural and vice versa and words importing a particular gender or neuter include both genders and neuter.
(b) Interpretation Not Affected by Headings, Etc.: The division of this Agreement into articles, sections, subsections, paragraphs, subparagraphs, clauses and subclauses, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(c) Day Not a Business Day: Unless otherwise indicated, if the day on or before which any action which would otherwise be required to be taken hereunder is not a Business Day that action will be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.
(d) Time of the Essence: Time will be of the essence in all respects in this Agreement and the Subscription Receipt Certificates.
(e) Currency: Except as otherwise stated, all dollar amounts herein and in the Subscription Receipt Certificates are expressed in Canadian dollars.
(f) Severability: In the event that any provision hereof shall be determined to be invalid or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision hereof, all of which shall remain in full force and effect.
(g) Conflict: In the event of a conflict or inconsistency between a provision in this Agreement and the Subscription Receipt Certificates issued hereunder, the relevant provision of this Agreement shall prevail to the extent of the inconsistency.

1.3 Applicable Law

This Agreement and the Subscription Receipt Certificates will be construed and enforced in accordance with the laws prevailing in the Province of British Columbia and the federal laws of Canada applicable therein and will be treated in all respects as British Columbia contracts.

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ARTICLE 2 THE SUBSCRIPTION RECEIPTS

2.1 Creation and Issue of Subscription Receipts

(a) An aggregate of approximately 3,487,000 Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at a price of $5.75 for each Subscription Receipt, subject to an increase if the Over-Allotment Option is exercised.
(b) One (1) Subscription Receipt shall be issued, without any further act or formality, on the Closing Date, for each $5.75 received by the Corporation as payment therefor and each such Subscription Receipt shall be a fully paid and non-assessable security of the Corporation.
(c) Upon the issue of the Subscription Receipts in accordance with Section 2.1(b), Subscription Receipt Certificates, if requested, shall be executed by the Corporation and delivered to the Subscription Receipt Agent, Authenticated by the Subscription Receipt Agent upon the Written Direction of the Corporation and delivered by the Subscription Receipt Agent to the Corporation or to the order of the Corporation pursuant to a Written Direction of the Corporation, without any further act of or formality on the part of the Corporation. Registration of interests in Subscription Receipts held by the Depository, whether by Subscription Receipt Certificates or Uncertificated Subscription Receipts, may be evidenced by a position appearing on the register for Subscription Receipts of the Subscription Receipt Agent for an amount representing the aggregate number of such Subscription Receipts outstanding from time to time.
(d) Each Subscription Receipt issued hereunder will entitle the holder thereof, upon the conversion thereof in accordance with the provisions of Article 4 hereof, and without payment of any additional consideration by the Subscription Receiptholder, to be issued one (1) Underlying Share and one (1) Underlying Warrant.

2.2 Payment Acknowledgement

The Subscription Receipt Agent shall, by way of separate written receipt, acknowledge receipt of the Escrowed Proceeds, and shall confirm that such funds have been deposited in accordance with the terms of this Agreement. The Subscription Receipt Agent will retain such funds pending payment of such amount in accordance with the terms of this Agreement.

2.3 Terms of Subscription Receipts

(a) Purchase by the Issuer: Notwithstanding Section 3.1(b), the Corporation may from time to time purchase Subscription Receipts by private agreement or otherwise and any such purchase may be made in such manner, from such Persons, at such prices and on such terms as the Corporation in its sole discretion may determine in agreement with the applicable Subscription Receiptholder. Subscription Receipt

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Certificates representing Subscription Receipts purchased by the Corporation pursuant to this Section 2.3(a) shall be surrendered to the Subscription Receipt Agent for cancellation and shall be accompanied by a Written Direction of the Corporation to cancel the Subscription Receipts represented thereby and shall not be reissued. For greater certainty, nothing in this Section 2.3(a) shall grant to the Corporation a unilateral right of redemption with respect to the Subscription Receipts.

(b) Cancellation of Subscription Receipts: In the event that either (i) a Termination Notice is delivered prior to the Release Deadline, or (ii) the Release Notice is not delivered to the Subscription Receipt Agent prior to the Release Deadline, the Corporation shall provide notice to the Subscription Receiptholders of that fact pursuant to Section 5.1(g) hereof, and all of the Subscription Receipts shall, without any action on the part of the holders thereof (including the surrender of Subscription Receipt Certificates), be cancelled by the Subscription Receipt Agent as of the Termination Time and holders of Subscription Receipt Certificates shall thereafter have no rights thereunder except to receive, and the Subscription Receipt Agent shall pay to such holders from the Escrowed Funds, within three Business Days of the Termination Date, an amount equal to the aggregate Purchase Price of the Subscription Receipts then held, plus a pro rata share of Subscription Receipt Interest earned thereon (less any withholding tax required to be withheld in respect thereof). Such amount (less any withholding tax required to be withheld in respect thereof) shall be returned to each holder of a Subscription Receipt by the Subscription Receipt Agent in accordance with Section 6.3(b) hereof. The Corporation shall be liable for any shortfall between the amounts owing to Subscription Receiptholders under this Section 2.3(b) and the amount of Escrowed Funds. The Subscription Receipt Agent shall have no responsibility for any shortfall owing to the Subscription Receiptholders.

2.4 Form of Subscription Receipt Certificates

(a) Form: The Subscription Receipts may be issued in both certificated and uncertificated form. Upon the issue of Subscription Receipts, Subscription Receipt Certificates, if applicable, shall be executed by the Corporation and, in accordance with a Written Direction of the Corporation, Authenticated by or on behalf of the Subscription Receipt Agent and delivered by the Corporation in accordance with Section 2.5 and Section 2.7. The Subscription Receipt Certificates shall be substantially in the form attached as Schedule “A” hereto, subject to the provisions of this Agreement, with such variations and changes as may from time to time be agreed upon by the Subscription Receipt Agent and the Corporation, and the Subscription Receipt Certificates shall be dated as of the Closing Date (except in the case of Subscription Receipt Certificates issued after the Closing Date pursuant to the Over-Allotment Option, in which case such certificates shall be dated as of the issuance date specified by the Corporation), and shall have such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and shall be issuable in any denomination excluding fractions. Each Subscription Receipt originally issued pursuant to Rule 506(b) of

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Regulation D under the U.S. Securities Act to a Person who is not a Qualified Institutional Buyer and has not completed, executed and delivered “Annex 2 – Qualified Institutional Buyer Investment Letter” to the Subscription Agreement (the “ QIB Letter ”) (a “ Regulation D Purchaser ”) will be evidenced in certificated form only and bear the applicable legends as set forth in Schedule “A” hereto and shall be subject to restrictions on transfer as described in the Subscription Agreement. All CDS Subscription Receipts issued to the Depository may be in either a certificated or uncertificated form, such Uncertificated Subscription Receipt being evidenced by a book position on the register of Subscription Receiptholders to be maintained by the Subscription Receipt Agent in accordance with Section 3.1.

(b) Production: Except as provided in this Article 2, all Subscription Receipts shall, save as to denominations, be of like tenor and effect. The Subscription Receipt Certificates may be engraved, printed, lithographed, photocopied or be partially in one form or another, as the Subscription Receipt Agent may determine.
(c) Book Entry: Notwithstanding any other provision of this Agreement, the Corporation may specify in a Written Direction of the Corporation the use of the book entry or book entry only systems in order to evidence the Subscription Receipts issued hereunder, in which case the appropriate modifications shall be deemed to have been made to the terms of this Agreement in order to permit compliance with the operating procedures of the book entry or book entry only systems. Section 2.5 below sets out further details on issuance under the book entry system.
(d) Legend on Subscription Receipt : All Subscription Receipts issued, whether certificated or uncertificated, as well as all certificates issued in exchange for or in substitution of Subscription Receipt Certificates, shall bear or be deemed to bear the following legends:

“THE SECURITIES REPRESENTED HEREBY ARE NON-TRANSFERABLE.”

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) APRIL 30, 2021, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”

(e) CDS Legends: In addition to the legend set forth in Section 2.4(d), CDS Subscription Receipts issued to the Depository (in certificated or uncertificated form) will also bear the following legend:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BUILDDIRECT.COM TECHNOLOGIES INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN

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RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

(f) United States Legends: (i) In addition to the legend set forth in Section 2.4(d), Subscription Receipts originally issued to a Regulation D Purchaser shall be represented by Subscription Receipt Certificates and such Subscription Receipt Certificates, as well as all certificates issued in exchange for or in substitution of such Subscription Receipt Certificates, shall bear the following additional legend:

“THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED.”

The Subscription Receipt Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth above.

2.5 CDS Subscription Receipts

(a) Re-registration of beneficial interests in and transfers of Subscription Receipts held by the Depository shall be made only through the book entry registration system and no Subscription Receipt Certificates shall be issued in respect of such Subscription Receipts except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by a Depository, or as determined by the Corporation, from time to time. Except as provided in this Section 2.5, owners of beneficial interests in any CDS Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names and shall not receive or be entitled to receive Subscription Receipts in definitive form or to have their names appear in the register referred to in Section 3.1 herein while they are held as book entry only securities with the Depository. Notwithstanding any terms set out herein, Subscription Receipts having any legend set forth in Section 2.4 herein and held in the name of the Depository may only be held in the form of Uncertificated Subscription Receipts with the prior consent of the Subscription Receipt Agent.

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(b) Notwithstanding any other provision in this Agreement, no CDS Subscription Receipts may be exchanged in whole or in part for Subscription Receipts registered, and no transfer of a CDS Subscription Receipts in whole or in part may be registered, in the name of any Person other than the Depository for such CDS Subscription Receipts or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Subscription Receipts shall no longer be held as CDS Subscription Receipts through the Depository;
(v) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation’s Counsel; or
(vi) the Corporation so instructs the Subscription Receipt Agent in writing;

following which Subscription Receipts for those holders requesting such shall be issued to the beneficial owners of such Subscription Receipts or their nominees as directed by the holder. The Corporation shall provide an officer’s certificate giving notice to the Subscription Receipt Agent of the occurrence of any event outlined in this Section 2.5(b)(i), except in the case of Section 2.5(b)(vi).

(c) Subject to the provisions of this Section 2.5, any exchange of CDS Subscription Receipts for Subscription Receipts which are not CDS Subscription Receipts may be made in whole or in part in accordance with the provisions of Section 3.2, mutatis mutandis . All such Subscription Receipts issued in exchange for CDS Subscription Receipts or any portion thereof shall be registered in such names as the Depository for such CDS Subscription Receipts shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Subscription Receipts) as the CDS Subscription Receipts or portion thereof surrendered upon such exchange.
(d) Every Subscription Receipt Authenticated upon registration of transfer of a CDS Subscription Receipts, or in exchange for or in lieu of a CDS Subscription Receipt or any portion thereof, whether pursuant to this Section 2.5, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Subscription Receipt, unless such

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Subscription Receipt is registered in the name of a person other than the Depository for such CDS Subscription Receipt or a nominee thereof.

(e) Notwithstanding anything to the contrary in this Agreement, subject to Applicable Legislation, the CDS Subscription Receipt will be issued as an Uncertificated Subscription Receipt, unless otherwise requested in writing by the Depositary or the Corporation.
(f) The rights of beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and Applicable Procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Subscription Receipts or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Subscription Receipts represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.
(h) The Corporation may terminate the application of this Section 2.5 in its sole discretion in which case all Subscription Receipts shall be evidenced by Subscription Receipt Certificates registered in the name of a person other than the Depository.

2.6 Signing of Subscription Receipt Certificates

(a) Signing Officers: The Subscription Receipt Certificates shall be signed by any one officer of the Corporation or any one Director or by any other individual to whom such signing authority is delegated by the Directors from time to time.

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(b) Signatures: The signature of the individual referred to in Section 2.6(a) hereof may be a manual signature, electronic, engraved, lithographed or printed in facsimile and Subscription Receipt Certificates bearing such facsimile or electronic signature will, subject to Section 2.7 hereof, be binding on the Corporation as if they had been manually signed by such officer of the Corporation or Director.
(c) No Longer Officer: Notwithstanding that any individual whose manual or facsimile signature appears on a Subscription Receipt Certificate as one of the officers of the Corporation or Directors referred to in Section 2.6(a) hereof no longer holds the same or any other office with, or is no longer a Director of, the Corporation, at the date of issue of any Subscription Receipt Certificate or at the date of Authentication or delivery thereof, such Subscription Receipt Certificate will, subject to Section 2.7 hereof, be valid and binding on the Corporation.

2.7 Certification by Subscription Receipt Agent

(a) Certification: No Subscription Receipt Certificate, if issued, will be valid or entitle the holder to the benefits hereof until it has been certified by signature by or on behalf of the Subscription Receipt Agent substantially in the form of the certificate attached hereto as Schedule “A” or in such other form as may be approved by the Subscription Receipt Agent and the Corporation. The Authentication by the Subscription Receipt Agent on a Subscription Receipt Certificate will be conclusive evidence as against the Corporation that such Subscription Receipt Certificate has been issued hereunder and that the holder thereof is entitled to the benefits hereof.

The Subscription Receipt Agent shall Authenticate Uncertificated Subscription Receipts (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Subscription Receipt under this Agreement. Such Authentication shall be conclusive evidence that such Uncertificated Subscription Receipt have been duly issued hereunder and that the holder or holders are entitled to the benefits of this Agreement. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Corporation.

Any Subscription Receipt Certificate validly issued in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and applicable law, validly entitle the holder to acquire Underlying Shares and Underlying Warrants, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.

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No Subscription Receipt shall (a) be considered issued, valid, or obligatory; nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by the Subscription Receipt Agent. Authentication by the Subscription Receipt Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or of such Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or of the consideration thereof. Authentication by the Subscription Receipt Agent shall be conclusive evidence as against the Corporation that the Subscription Receipts so Authenticated have been duly issued hereunder and that the holder thereof is entitled to the benefits of this Agreement.

No Certificated Subscription Receipt (a) shall be considered issued and Authenticated; nor (b) if Authenticated, shall be obligatory nor entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by manual signature by or on behalf of the Subscription Receipt Agent substantially in the form of the Subscription Receipt set out in Schedule “A” hereto. Such Authentication on any such Certificated Subscription Receipt shall be conclusive evidence that such Certificated Subscription Receipt is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.

No Uncertificated Subscription Receipt shall (a) be considered issued or obligatory; nor (b) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by entry on the register of the particulars of the Uncertificated Subscription Receipt. Such entry on the register of the particulars of an Uncertificated Subscription Receipt shall be conclusive evidence that such Uncertificated Subscription Receipt is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.

(b) Certification No Representation: The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or the proceeds thereof.

2.8 Subscription Receipts to Rank Pari Passu

(a) All Subscription Receipts will rank pari passu , whatever may be the actual dates of issue.

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2.9 Issue in Substitution for Lost Certificates, Etc.

(a) Substitution: If any Subscription Receipt Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law and to Section 2.9(b) hereof, will issue, and thereupon the Subscription Receipt Agent will certify and deliver, a new Subscription Receipt Certificate of like tenor and bearing the same legends as the one mutilated, lost, destroyed or stolen in exchange for and in place of and on surrender and cancellation of such mutilated certificate or in lieu of and in substitution for such lost, destroyed or stolen certificate.
(b) Cost of Substitution: The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.9 shall bear the reasonable cost of the issue thereof and in the case of loss, destruction or theft shall, as a condition precedent to the issue thereof:
(i) furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate to be replaced as is satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably;
(ii) if so requested, furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and to the Subscription Receipt Agent in their discretion, acting reasonably; and
(iii) pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

2.10 Subscription Receiptholder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt or otherwise shall be construed as conferring on any Subscription Receiptholder any right or interest whatsoever as a shareholder of the Corporation, including but not limited to any right to vote at, to receive notice of, or to attend, any meeting of shareholders or any other proceeding of the Corporation or any right to receive any dividend or other distribution.

ARTICLE 3

REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES

3.1 Registration of Subscription Receipts

(a) Register: The Corporation will cause to be kept by the Subscription Receipt Agent at its principal office in Vancouver, British Columbia a register of holders in which shall be entered in alphabetical order the names and addresses of the holders of Subscription Receipts and particulars of the Subscription Receipts held by them;

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(b) No Transfer: The Subscription Receipts are non-transferable and the Subscription Receipt Agent hereby agrees that it will not effect any transfers of Subscription Receipts.
(c) The Subscription Receipt Agent shall be entitled to request any other documents that it may require in accordance with its internal policies for the removal of any of the legends set forth above.

Subject to the provisions of this Agreement, Applicable Legislation and applicable law, the Subscription Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts, and the issue of the Underlying Shares and the Underlying Warrants by the Corporation upon conversion of Subscription Receipts in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to such Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of any such holder.

(d) No Notice of Trusts: Subject to Applicable Legislation and applicable law, neither the Corporation nor the Subscription Receipt Agent will be bound to take notice of or see to the execution of any trust, whether express, implied or constructive, in respect of any Subscription Receipt.
(e) Inspection: The registers referred to in Section 3.1(a) hereof, and any branch register maintained pursuant to Section 3.1(f) hereof, will at all reasonable times be open for inspection by the Corporation and any Subscription Receiptholder. The Subscription Receipt Agent will from time to time when requested to do so in writing by the Corporation or any Subscription Receiptholder (upon payment of the reasonable charges of the Subscription Receipt Agent) furnish the Corporation or such Subscription Receiptholder with a list of the names and addresses of holders of Subscription Receipts entered on such registers and showing the number of Subscription Receipts held by each such holder.
(f) Location of Registers: The Corporation may at any time and from time to time change the place at which the register referred to in Section 3.1(a) hereof is kept and/or cause branch registers of holders to be kept, in each case subject to the approval of the Subscription Receipt Agent, at other places and close such branch registers or change the place at which such branch registers are kept. Notice of all such changes or closures shall be given by the Corporation to the Subscription Receipt Agent and to the holders of Subscription Receipts in accordance with Section 12.1 and Section 12.2 hereof.

3.2 Exchange of Subscription Receipt Certificates

(a) Exchange: One or more Subscription Receipt Certificates may at any time prior to the close of business on the Release Date, on compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for one or more Subscription Receipt Certificates of different denominations representing in the

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aggregate the same number of Subscription Receipts and registered in the same name as the Subscription Receipt Certificate or Subscription Receipt Certificates being exchanged.

(b) Place of Exchange: Subscription Receipt Certificates may be exchanged only at the principal office in Vancouver, British Columbia of the Subscription Receipt Agent or at any other place designated by the Corporation with the approval of the Subscription Receipt Agent.
(c) Cancellation: Any Subscription Receipt Certificate tendered for exchange pursuant to this Section 3.2 shall be surrendered to the Subscription Receipt Agent and cancelled.
(d) Execution: The Corporation will sign all Subscription Receipt Certificates in accordance with Section 2.6(a) hereof as necessary to carry out exchanges pursuant to this Section 3.2 and such Subscription Receipt Certificate will be certified by the Subscription Receipt Agent.
(e) Subscription Receipt Certificates: Subscription Receipt Certificates exchanged for Subscription Receipt Certificates that bear the legends set forth in Section 2.4 hereof shall bear the same legends, as applicable.

3.3 No Charges for Exchange

No charge will be levied on a presenter of a Subscription Receipt Certificate pursuant to this Agreement for the exchange of any Subscription Receipt Certificate.

3.4 Ownership of Subscription Receipts

(a) Owner: The Corporation and the Subscription Receipt Agent may deem and treat the Person in whose name any Subscription Receipt is registered as the absolute owner of such Subscription Receipt for all purposes, and such Person will for all purposes of this Agreement be and be deemed to be the absolute owner thereof, and the Corporation and the Subscription Receipt Agent will not be affected by any notice or knowledge to the contrary except as required by statute or by order of a court of competent jurisdiction.
(b) Rights of Registered Holder: The registered holder of any Subscription Receipt will be entitled to the rights represented thereby free from all equities and rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all Persons may act accordingly, and the issue and delivery to any such registered holder of Underlying Shares and Underlying Warrants issuable pursuant thereto (or the payment of amounts payable in respect thereof pursuant to Section 2.3(b) hereof) will be a good discharge to the Corporation and the Subscription Receipt Agent therefor and neither the Corporation nor the Subscription Receipt Agent will be bound to inquire into the title of any such registered holder.

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ARTICLE 4 CONVERSION OF SUBSCRIPTION RECEIPTS

4.1 Conversion of Subscription Receipts by Subscription Receipt Agent

(a) Conversion by Subscription Receipt Agent: Immediately upon receipt of the Release Notice by the Subscription Receipt Agent, pursuant to Section 4.1(f) all Subscription Receipts will be automatically converted by the Subscription Receipt Agent at the Release Time for and on behalf of the holder thereof and the holder thereof shall, without any payment of additional consideration or further action on the part of the holder thereof (including the surrender of any Subscription Receipt Certificate or deemed surrender of any Uncertificated Subscription Receipts), be deemed to have subscribed for the corresponding number of Underlying Shares and Underlying Warrants issuable upon the conversion of such Subscription Receipts.
(b) Conversion of Certificated and Uncertificated Subscription Receipts: In the case of Certificated and Uncertificated Subscription Receipts, the Corporation will cause the deemed issuance of the applicable Underlying Shares and Underlying Warrants to the holders of Certificated and Uncertificated Subscription Receipts, in accordance with Section 4.1(f) hereof.
(c) Release of Escrowed Funds: Upon receipt of the Release Notice, the Subscription Receipt Agent will release the Escrowed Funds in accordance with Section 6.3(a) hereof. The Subscription Receipt Agent will release to CIBC, on behalf of the Agents any Agents’ Expenses incurred after the Closing Date, and release the balance of the Escrowed Funds to the Corporation (less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred).
(d) Rights on Conversion: The holder of any Subscription Receipt converted pursuant to Section 4.1(a) hereof shall have no rights hereunder except to be issued Underlying Shares and Underlying Warrants upon the conversion of the Subscription Receipts.
(e) Direction of Subscription Receipt Agent: Provided that the Release Notice is received by the Subscription Receipt Agent at or before the Release Deadline, the parties hereby irrevocably authorize the issuance of the Underlying Shares and Underlying Warrants pursuant to Section 4.1(a) hereof upon receipt of the Release Notice by the Subscription Receipt Agent and of the Resulting Issuer Shares, Resulting Issuer Warrants and Resulting Issuer Warrant Shares pursuant to Section 4.1(f) and 4.1(g) hereof.
(f) No Certificates for Underlying Shares or Underlying Warrants: The Corporation shall be deemed to enter on the register for the Underlying Shares and the register of Underlying Warrants, respectively, the names of each holder of Subscription Receipts as the holder of record of such number of Underlying Shares and Underlying Warrants, respectively, to which each Subscription Receiptholder is entitled. The Corporation will not cause certificates representing the Underlying

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Shares or the certificates representing the Underlying Warrants to be issued or delivered upon the deemed conversion of the Subscription Receipts, whether Uncertificated Subscription Receipts or Certificated Subscription Receipts, except as otherwise set out herein. The Underlying Shares and the Underlying Warrants to which each Subscription Receiptholder is entitled will be automatically exchanged for Resulting Issuer Shares and Resulting Issuer Warrants, respectively, upon completion of the Business Combination pursuant to the Amalgamation Agreement. Notwithstanding the foregoing, certificated Underlying Shares and certificated Underlying Warrants shall bear the U.S. legends set forth in Section 4.5(c) and the certificated Resulting Issuer Shares issued upon automatic exchange of the Underlying Shares, the certificated Resulting Issuer Warrants issued upon automatic exchange of the Underlying Warrants and the certificates Resulting Issuer Warrant Shares issued upon exercise of the Resulting Issuer Warrants shall bear the legend set forth in the treasury direction addressed to the transfer agent of VLCTY in respect of the Business Combination (which legend shall, in the case of a Person who is not a Qualified Institutional Buyer and has not completed, executed and delivered the QIB Letter, be the legend referred to in paragraph (f) of Annex 1 to the Subscription Agreement).

(g) Delivery of Resulting Issuer Shares and Resulting Issuer Warrants: Within three Business Days after the receipt of the Release Notice, at the direction of the Corporation, the Subscription Receipt Agent shall cause the Resulting Issuer Shares and Resulting Issuer Warrants to be deposited, mailed or delivered to the person or persons entitled thereto with certificates, as applicable, to be delivered to the Subscription Receiptholders at their registered addresses.

4.2 Effect of Conversion

Upon the conversion of any Subscription Receipts in accordance with Section 4.1(a), the securities thereby issuable will be issued, and the Person or Persons to whom such securities are to be issued will be the holder or holders of record thereof, at the Release Time, unless the transfer registers for the Underlying Shares or the Underlying Warrants are closed on that date, in which case such Underlying Shares and the Underlying Warrants will be deemed to have been issued and such Person or Persons will become the holder or holders of record thereof on the date on which such transfer registers are reopened, but such Underlying Shares and Underlying Warrants will be issued on the basis of the number of Underlying Shares and Underlying Warrants to which such Person or Persons were entitled at the Release Time.

4.3 Fractions

Subject to the immediately following sentence, the Corporation shall not be required, upon the conversion of the Subscription Receipts or upon any adjustment in accordance with Article 7 hereof, to issue fractions of Underlying Shares or Underlying Warrants to any person or to issue certificates which evidence a fractional Underlying Share or Underlying Warrant. To the extent that the Subscription Receiptholder would otherwise have been entitled to receive a fraction or fractions of an Underlying Share or an Underlying Warrant on the conversion of its Subscription Receipts, that Subscription Receiptholder may

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exercise such right in respect of the fraction or fractions only in combination with its entitlement to a fraction or fractions of an Underlying Share or Underlying Warrant in respect of another Subscription Receipt or Subscription Receipts that in the aggregate entitle the Subscription Receiptholder to receive a whole number of Underlying Shares and Underlying Warrants and the Corporation shall issue such whole Underlying Shares and Underlying Warrants to the Subscription Receiptholder in respect of those fractions that in the aggregate form whole Underlying Shares and Underlying Warrants. All fractions of an Underlying Share and an Underlying Warrant will be rounded down and the Corporation shall not pay any amounts to the holder in satisfaction of the right to otherwise have received a fraction of an Underlying Share or Underlying Warrant.

4.4 Recording

The Corporation will record (or cause to be recorded) the name and address of each Person to whom Underlying Shares and Underlying Warrants are issued, the number of such securities so issued at the Release Time.

4.5 Securities Restrictions

(a) General: No Underlying Shares or Underlying Warrants will be issued pursuant to the conversion of any Subscription Receipt if the issue of such Underlying Shares or Underlying Warrants would constitute a violation of the securities laws of any jurisdiction and, without limiting the generality of the foregoing, the certificates (if any) representing the Underlying Shares or Underlying Warrants thereby issued will bear such legend or legends as may, in the opinion of Counsel to the Corporation, be necessary or advisable in order to avoid a violation of any securities laws of any jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares may then be listed, provided that if, at any time, in the opinion of Counsel to the Corporation, such legend or legends are no longer necessary or advisable in order to avoid a violation of any such laws or requirements, or the holder of any such legended certificate, at the expense thereof, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of Counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Underlying Shares and Underlying Warrants in a transaction in which such legend or legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend or legends.
(b) Canadian Legends: The Underlying Shares and the Underlying Warrants issued upon the conversion of the Subscription Receipts shall be subject to the following legend restriction:

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(c) U.S. Legends on Underlying Shares and Underlying Warrants: If the Subscription Receipt Certificate representing the Subscription Receipts converted in accordance with this Article 4 bears the legend set forth in Section 2.4(f) hereof, then each certificate representing Underlying Shares and the Underlying Warrants issued upon the conversion thereof, as well as all certificates issued in exchange for or in substitution of such certificates and all certificates representing securities issued pursuant to such securities or upon exercise thereof, shall bear the same legend:

ARTICLE 5 COVENANTS

5.1 General Covenants

The Corporation covenants with the Subscription Receipt Agent, the Subscription Receiptholders, VLCTY and the Agents that so long as any Subscription Receipts remain outstanding:

(a) Maintenance: Other than in connection with the Transaction, the Corporation will use its commercially reasonable efforts to at all times maintain its corporate existence, carry on and conduct its business, and that of its material subsidiaries, in a proper, efficient and business-like manner and keep or cause to be kept proper books of account in accordance with generally accepted accounting principles.
(b) Reservation of Securities: The Corporation will reserve and conditionally allot for the purpose and keep available sufficient unissued Underlying Shares, Underlying Warrants, and Common Shares issuable on the due exercise of the Underlying Warrants, to enable it to satisfy its obligations on the conversion of the Subscription Receipts.
(c) Issue of Securities: The Corporation will cause the Underlying Shares and Underlying Warrants to be issued pursuant to the conversion of the Subscription Receipts and the certificates (if any) representing such Underlying Shares and Underlying Warrants to be issued and delivered in accordance with the provisions of this Agreement and the terms hereof and all Underlying Shares that are issued on the conversion of the Subscription Receipts (and all Resulting Issuer Shares issuable upon the due exercise of the Underlying Warrants and the receipt of the exercise price therefor) will be fully paid and non-assessable securities.
(d) SEC Matters: The Corporation confirms that as at the date hereof it does not have a class of securities registered pursuant to Section 12 of the Exchange Act or a reporting obligation pursuant to Section 15(d) of the Exchange Act. The

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Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act; (ii) the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act; or (iii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Exchange Act, the Corporation shall promptly deliver to the Subscription Receipt Agent an officers’ certificate (in a form provided by the Subscription Receipt Agent) notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may reasonably require at the applicable time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representations and covenants in order to meet certain obligations imposed by the SEC on the Subscription Receipt Agent with respect to those clients of the Subscription Receipt Agent that are required to file reports with the SEC under the Exchange Act.

(e) Open Registers: The Corporation will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 3.1 hereof as required by such section and will not take any action or omit to take any action which would have the effect of preventing the Subscription Receiptholders from receiving any of the Underlying Shares or Underlying Warrants issued upon conversion of the Subscription Receipts.
(f) Filings: The Corporation will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, in connection with the conversion of the Subscription Receipts and the issue of the Underlying Shares and Underlying Warrants.
(g) Notice to Subscription Receiptholders of Termination: In the event that (i) the Corporation delivers the Termination Notice, or (ii) if the Release Notice has not been provided in accordance with the provisions hereof on or prior to the Release Deadline, the Corporation shall send or cause to be sent to each holder of Subscription Receipts written notice advising of that fact and each holder of Subscription Receipts shall receive that amount equal to the original Purchase Price therefor plus the holder’s pro rata share of Subscription Receipt Interest, if any, on such amount (less any applicable withholding tax thereon) and such notice shall be sent concurrently with any Termination Notice, such that the Subscription Receiptholders will receive such amounts payable from the Subscription Receipt Agent within three Business Days after the Termination Date.
(h) Record Dates: The Corporation shall provide at least 14 Business Days written notice to each Subscription Receiptholder of any record date to be set or declared by the Corporation with respect to any meeting or written resolution of holders of Common Shares.
(i) General Performance: Generally, the Corporation will perform and carry out all acts and things to be done by it as provided in this Agreement or in order to consummate the transactions contemplated hereby.

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(j) Notices: Any notices or deliveries required to be provided to holders of Subscription Receipts hereunder shall be sent by prepaid mail or delivery to each holder of Subscription Receipts at the address of such holder appearing on the register of Subscription Receipts maintained hereunder.

5.2 Remuneration and Expenses of Subscription Receipt Agent

The Corporation covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation of the Subscription Receipt Agent and/or the termination of this Agreement.

5.3 Notice of Issue

The Corporation will give written notice of and make all requisite filings respecting the issue of securities pursuant to the conversion of the Subscription Receipts, in such detail as may be required, to each securities commission, stock exchange, or similar regulatory authority in each jurisdiction in Canada in which there is legislation or regulations requiring the giving of any such notice in order that such issue of securities and the subsequent disposition of the securities so issued will not be subject to the prospectus requirements, if any, of such legislation or regulations.

5.4 Securities Qualification Requirements

If, in the opinion of counsel, any instrument is required to be filed with, or any permission is required to be obtained from any governmental authority in Canada or any other step is required under any federal or provincial law of Canada before any Underlying Shares and Underlying Warrants which a Subscription Receiptholder is entitled to acquire pursuant to the exchange of any Subscription Receipt may properly and legally be issued upon due conversion thereof, the Corporation covenants that it will promptly take such required action.

5.5 Performance of Covenants by Subscription Receipt Agent

If the Corporation fails to perform any of the obligations thereof under this Agreement, the Subscription Receipt Agent may notify the Subscription Receiptholders of such failure or may itself perform any of such obligations capable of being performed by the Subscription Receipt Agent, and the Subscription Receipt Agent will notify the Subscription Receiptholders that it is so doing. All amounts expended or advanced by the Subscription Receipt Agent in so doing will be repayable as provided in Section 5.2 hereof. No such

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performance, expenditure or advance by the Subscription Receipt Agent will relieve the Corporation of any default or of its continuing obligations hereunder.

ARTICLE 6

DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION RECEIPTS

6.1 Deposit of Escrowed Proceeds in Escrow

The Corporation shall (i) deliver or cause to be delivered the Escrowed Proceeds attributable to subscribers settling directly with the Corporation to the Subscription Receipt Agent on the Closing Date by way of certified cheque, bank draft or electronic wire transfer, and (ii) direct that the Agents deliver the Escrowed Proceeds attributable to subscribers settling through the Agents to the Subscription Receipt Agent on the Closing Date by way of certified cheque, bank draft or electronic wire transfer. The Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Article 6. The Subscription Receipt Agent shall evidence the receipt by it of the amount equal to the Escrowed Proceeds paid by, or at the direction of, the Agents and the Corporation by delivering a notice of such receipt to the Corporation, the Agents and VLCTY. The Corporation acknowledges and agrees that it is a condition of the payment by the holders of Subscription Receipts of $5.75 per Subscription Receipt therefor that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 6. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Funds or in the Subscription Receipt Interest unless and until the Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Funds and the Subscription Receipt Interest for the benefit of the holders of the Subscription Receipts and, upon the delivery of the Release Notice, to the Subscription Receipt Agent, retroactively for the benefit of the Corporation in accordance with the provisions of this Article 6.

6.2 Investment of Escrowed Funds

(a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent, which records shall be designated in the name of the Corporation, and shall be deposited in one or more interest-bearing trust accounts, such accounts to be denominated in Canadian dollars, to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed below in Subsection 6.2(c) (each such bank, an “ Approved Bank ”). If deposited into an Approved Bank, the Subscription Receipt Agent shall pay interest on the Escrowed Funds at an annual rate which is equal to 0.10 percent (0.10%) less than the target overnight interest rate announced from time to time by the Bank of Canada (“ Subscription Receipt Interest ”). Such payment obligation shall be calculated daily and paid to the account(s) within three Business Days of each month-end. The Subscription Receipt Agent shall not be liable to account to anyone for the profit it may earn, if any, while holding the Escrowed Funds. Any bank charges and similar fees as well as losses, if any, on such investments shall be debited to the Escrowed Funds account(s).

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(b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 6.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (a) not to deposit any new amounts in any Approved Bank specified in the notice and/or (b) to withdraw all or any of the Escrowed Funds that may then be deposited with any Approved Bank specified in the notice and re-deposit such amount with one or more of such other Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Subscription Receiptholders prior to and after such withdrawal.

For tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall (i) to the extent such interest is distributed by the Subscription Receipt Agent to any person or entity pursuant to the terms of this Agreement during such tax year, be allocated to such person or entity, and (ii) otherwise be allocated to the Corporation in the taxation year that it was earned, notwithstanding that no such amount has been distributed. The Subscription Receiptholders and Corporation agree to provide the Subscription Receipt Agent with their certified tax identification numbers and other forms, documents and information that the Subscription Receipt Agent may request in order to fulfill any tax reporting function.

Approved Banks

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Bank	Relevant S&P Issuer Credit Rating (as at April 1st, 2021)
ANZ BankingGroup	AA-
Bank of America NA	A+
Bank of Montreal	A+
The Bank of Nova Scotia	A+
Bank of Scotland	A+
Bank of Tokyo-Mitsubishi UFJ	A
BNP Paribas	A+
Canadian Imperial Bank of Commerce	A+
Citibank NA	A+
HSBC Bank of Canada	A+
National Australia Bank Limited	AA-
National Bank of Canada	A
Royal Bank of Canada	AA-
Societe Generale(Canada Branch)	A
The Toronto-Dominion Bank	AA-

6.3 Release of Escrowed Funds

The Subscription Receipt Agent shall release the Escrowed Funds as follows:

(a) In the event that the Release Notice is delivered to the Subscription Receipt Agent prior to the Release Deadline, the Subscription Receipt Agent shall: (i) release within one Business Day, any Agents’ Expenses incurred after the Closing Date, to CIBC, on behalf of the Agents; and (ii) release the balance of the Escrowed Funds to the Corporation, less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred.
(b) In the event that a Termination Notice is delivered to the Subscription Receipt Agent or in the event that the Release Notice has not been received by the Subscription Receipt Agent prior to the Release Deadline, and the Corporation provides notice to the Subscription Receiptholders of such fact pursuant to Section 5.1(g), the Subscription Receipt Agent shall pay to Subscription Receiptholders their pro rata share of the Escrowed Funds, including any Subscription Receipt Interest earned thereon less any withholding tax required to be withheld in respect thereof, to holders of Subscription Receipts and the Subscription Receipt Agent shall, within three Business Days of the Termination Date, mail or deliver, or cause to be mailed or delivered, to the Subscription Receiptholders a cheque in the amount payable at the address on the register of holders of Subscription Receipts. The Corporation shall deposit with the Subscription Receipt Agent, prior to the time at which the payment is required, any shortfall between the amount of the

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Subscription Receiptholders pro rata share of the Escrowed Funds and the aggregate Purchase Price of the Subscription Receipts held by them.

6.4 Escrowed Funds Held in Trust

In addition to the other rights granted to holders of Subscription Receipts in this Agreement, until the earlier of the Termination Date and the Release Date, each holder of Subscription Receipts has a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Corporation, in the amount equal to $5.75 for each Subscription Receipt held by such holder, which claim shall subsist until such time as the Underlying Shares and Underlying Warrants issuable upon the conversion of such Subscription Receipts are issued or such amount is paid in full. In the event that, prior to the earlier of the Termination Date and the first Business Day following the Release Date, the Corporation (a) makes a general assignment for the benefit of creditors or any proceeding is instituted by the Corporation seeking relief on behalf thereof as a debtor, or to adjudicate the Corporation as a bankrupt or insolvent, or seeking liquidation, windingup, reorganization, arrangement, adjustment or composition of the Corporation or the debts of the Corporation under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, receiver and manager, trustee, custodian or similar official for the Corporation or any substantial part of the property and assets the Corporation or the Corporation takes any corporate action to authorize any of the actions set forth above, or (b) the Corporation shall be declared bankrupt, or a receiver, receiver and manager, trustee, custodian or similar official is appointed for the Corporation or any substantial part of its property and assets the Corporation or an encumbrancer shall legally take possession of any substantial part of the property or assets of the Corporation or a distress or execution or any similar process is levied or enforced against such property and assets and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, the right of each holder of Subscription Receipts to be issued Underlying Shares and Underlying Warrants upon the conversion of the Subscription Receipts of such holder will terminate and such holder will be entitled to assert a claim against the Escrowed Funds held by the Subscription Receipt Agent and against the Corporation for any shortfall, in an amount equal to $5.75 for each Subscription Receipt held by such holder plus Subscription Receipt Interest earned thereon less any withholding tax required to be withheld in respect thereof.

6.5 Representation Regarding Third Party Interests

Each party to this Agreement (in this Section 6.5 referred to as a “representing party”) hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such representing party, either (a) is not intended to be used by or on behalf of any third party; or (b) is intended to be used by or on behalf of a third party, in which case such representing party hereby agrees to complete, execute and deliver forthwith to the Subscription Receipt Agent a declaration of third party interest in the Subscription Receipt Agent’s prescribed form in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the regulations thereto, or in such other form as may be satisfactory to it, as to the particulars of such third party.

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ARTICLE 7 ADJUSTMENTS

7.1 Adjustment of Number of Underlying Shares and Underlying Warrants

The Subscription Receipts shall be subject to adjustment from time to time in the following circumstances and manner:

(a) Subject to Section 7.2, if and whenever at any time from the Closing Date and prior to the Release Date, the Corporation shall:
(i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares;
(ii) except for the Corporation Consolidation, reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or
(iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution to all or substantially all of the holders of Common Shares on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares;

then, in each such event, the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, by multiplying the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts by a fraction:

(A) the numerator of which shall be the total number of Common Shares outstanding immediately after such date; and
(B) the denominator of which shall be the total number of Common Shares outstanding immediately prior to such date.

Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for such issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.1(b) and Section 7.1(c).

(b) Subject to Section 7.2, if and whenever at any time from the Closing Date and prior to the Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common

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Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Underlying Shares and Underlying Warrants, respectively, issuable upon conversion of the Subscription Receipts by a fraction:

(i) the numerator of which shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and
(ii) the denominator of which shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price.

Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the number of Underlying Shares and Underlying Warrants, respectively, issuable upon conversion of the Subscription Receipts shall be readjusted to the number of Underlying Shares and Underlying Warrants, respectively, issuable upon conversion of the Subscription Receipts which would then be in effect if such record date had not been fixed or to the number of Underlying Shares and Underlying Warrants, respectively, issuable upon conversion of the Subscription Receipts which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

(c) Subject to Section 7.2, if and whenever at any time from the Closing Date and prior to the Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:
(i) shares of the Corporation of any class other than Common Shares or other securities of the Corporation;

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(ii) rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation;
(iii) evidences of its indebtedness; or
(iv) any property or other assets;

(excluding, in each case, any distribution referred to in Section 7.1(a) or Section 7.1(b)) then, in each such case, the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts by a fraction:

(v) the numerator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; and
(vi) the denominator of which will be:
(A) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less
(B) the aggregate fair market value, as determined by the directors of the Corporation, acting reasonably, (whose determination, absent manifest error, will be conclusive), to the holders of Common Shares of such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed.
Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts shall be readjusted to the number of Underlying Shares and Underlying Warrants, respectively, issuable upon conversion of the Subscription Receipts which would then be in effect if such record date had not been fixed or to the number of Underlying Shares and Underlying Warrants, respectively, issuable upon conversion of the Subscription Receipts which would then be in effect based upon such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be.

Subject to Section 7.2 and, for greater certainty, excluding the Business Combination and the Corporate Consolidation, if and whenever at any time from the Closing Date and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(a), Section 7.1(b) or Section 7.1(c)) or an amalgamation,

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arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Subscription Receiptholder who has not been deemed to have exercised the issuance rights prior to the effective date of such reclassification, reorganization, amalgamation, arrangement, merger, sale or conveyance shall, upon the exercise or deemed conversion of the Subscription Receipts, be entitled to receive and shall accept in lieu of the number of Underlying Shares and Underlying Warrants to which the Subscription Receiptholder was prior thereto entitled upon any such exercise or deemed conversion, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the Subscription Receiptholder had been the registered holder of the number of Underlying Shares and Underlying Warrants to which immediately before the transaction or event the Subscription Receiptholder was entitled upon exercise or deemed conversion of the Subscription Receipts. To give effect to or to evidence the provisions of this Section 7.1(c), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an agreement which shall provide, to the extent possible, for the application of the provisions set out in this Agreement with respect to the rights and interests thereafter of the Subscription Receiptholder to the effect that the provisions set out in this Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Subscription Receiptholder is entitled on the exercise or deemed conversion of the Subscription Receipts thereafter. Any agreement entered into between the Corporation and the Subscription Receipt Agent pursuant to the provisions of this Section 7.1(c) shall be a supplemental agreement entered into pursuant to the provisions of Article 10. Any agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances.

(d) In any case in which this Section 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Subscription Receipt in respect of which the Subscription Receipts are deemed to have been exercised after such event, the additional Underlying Shares and Underlying Warrants or other securities or property issuable upon such exercise or

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deemed exercise as the case may be, by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Subscription Receiptholder’s right to receive such additional Underlying Shares, Underlying Warrants or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Underlying Shares and Underlying Warrants or other securities or property declared in favour of holders of record of Common Shares or securities or property on and after the relevant date of exercise or deemed exercise as the case may be, or such later date as such Subscription Receiptholder would, but for the provisions of this Section 7.1(d), have become the holder of record of such additional Underlying Shares and Underlying Warrants or other securities or property pursuant to this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon.

(e) In any case in which Section 7.1(c) requires that an adjustment be made to the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts, no such adjustment shall be made if the Subscription Receipt Agent receives the shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in Section 7.1(c), in such kind and number as Subscription Receiptholders would have received if they had been holders of Underlying Shares or Underlying Warrants, on the applicable record date or effective date, as the case may be, by virtue of their right to be issued Underlying Shares and Underlying Warrants upon conversion of the Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the Subscription Receipt Agent shall be held and distributed by the Subscription Receipt Agent pursuant hereto.
(f) The adjustments provided for in this Section 7.1 are cumulative and shall be computed to the nearest two decimal places and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1, provided that, notwithstanding any other provision of this Section 7.1, no adjustment of the number of Underlying Shares or Underlying Warrants issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this Section 7.1(f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(g) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to

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such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Underlying Shares and Underlying Warrants issuable upon conversion of the Subscription Receipts.

(h) After any adjustment pursuant to this Section 7.1, the terms “ Common Shares ”, “ Underlying Shares ” and “ Underlying Warrants ” where used in this Agreement shall be interpreted to mean securities of any class or classes which as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, the Subscription Receiptholder is entitled to receive upon conversion of the Subscription Receipts, and the number of Underlying Shares and Underlying Warrants, respectively, to be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Underlying Shares, Underlying Warrants or other property or securities a Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, upon the full conversion of the Subscription Receipts, as the case may be.

7.2 No Adjustment for Stock Options etc.

Notwithstanding anything to the contrary in this Article 7, no adjustment shall be made pursuant to this Agreement in respect of the issue of Common Shares pursuant to any stock option or stock purchase plan in force from time to time for officers, Directors or employees of the Corporation or pursuant to any stock option granted or other convertible security issued by the Corporation prior to the date of this Agreement.

7.3 Determination by Corporation’s Auditors

In the event of any question arising with respect to the adjustments provided for in this Article 7, such question shall, absent manifest error, be conclusively determined by the Corporation’s auditors, who shall have access to all necessary records of the Corporation, and such determination shall, absent manifest error, be binding upon the Corporation, the Agent, the Subscription Receipt Agent, all Subscription Receiptholders and all other persons interested therein.

7.4 Proceedings Prior to Any Action Requiring Adjustment

As a condition precedent to the taking of any action which would require an adjustment in the number of Underlying Shares or Underlying Warrants issuable upon conversion of the Subscription Receipts, the Corporation shall take any corporate action which may, in the opinion of Counsel to the Corporation (acting reasonably), be necessary to ensure that the Corporation has sufficient authorized capital and that the Corporation may validly and legally issue, as fully paid and non-assessable shares, all of the shares which the holders of such Subscription Receipts are entitled to receive on the conversion of the Subscription Receipts, in accordance with the provisions of this Agreement.

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7.5 Action Requiring Adjustment

In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than the actions described in this Article 7, which, in the opinion of the Directors of the Corporation would materially adversely affect the rights of the Subscription Receiptholders, then the number of Underlying Shares and Underlying Warrants which are to be received upon the conversion of the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the Directors of the Corporation may, in their discretion, reasonably determine to be equitable to the Subscription Receiptholders in such circumstances.

7.6 Certificate of Adjustment

The Corporation shall, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this Article 7, deliver a certificate of the Corporation to the Subscription Receipt Agent specifying the nature of the event requiring such adjustment or readjustment and the amount of the adjustment or readjustment necessitated thereby and setting out in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s auditors verifying such calculation.

7.7 Notice of Special Matters

The Corporation covenants with the Subscription Receipt Agent that, so long as any Subscription Receipt remains outstanding, it will give notice to the Subscription Receipt Agent and to the Subscription Receiptholders of its intention to fix the record date for any event referred to in Section 7.1(a), Section 7.1(b) and Section 7.1(c) which may give rise to an adjustment in the number of Underlying Shares or Underlying Warrants issuable upon conversion of the Subscription Receipts. Such notice shall specify the particulars of such event and the record date for such adjustment.

7.8 Protection of Subscription Receipt Agent

The Subscription Receipt Agent:

(a) shall not at any time be under any duty or responsibility to any Subscription Receiptholder to determine whether any facts exist which may require any adjustment contemplated by Section 7.1, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment;
(b) shall not be accountable with respect to the validity or value (or the kind or amount) of any Underlying Shares, Underlying Warrants or other shares or other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to any Subscription Receipt;
(c) shall not be responsible for any failure of the Corporation to issue, transfer or deliver Underlying Shares, Underlying Warrants or certificates representing

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Underlying Shares or Underlying Warrants or to comply with any of the covenants contained in this Article 7;

(d) shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the agents of the Corporation; and
(e) shall be entitled to act and rely upon the certificates of the Corporation or of the auditor of the Corporation and any other documents filed by the Corporation pursuant to Section 7.6.

ARTICLE 8 ENFORCEMENT

8.1 Suits by Subscription Receiptholders

All or any of the rights conferred on the holder of any Subscription Receipt by the terms of the Subscription Receipt Certificate representing such Subscription Receipt or of this Agreement may be enforced by such holder by appropriate legal proceedings but without prejudice to the right which is hereby conferred on the Subscription Receipt Agent to proceed in the name thereof or on behalf of the holders of Subscription Receipts to enforce each and every provision herein contained for the benefit of the Subscription Receiptholders.

8.2 Limitation of Liability

The obligations hereunder are not personally binding on, nor will resort hereunder be had to the private property of, any past, present or future Director, shareholder, officer, employee or agent of the Corporation, but only the property of the Corporation shall be bound in respect hereof.

ARTICLE 9 MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS

9.1 Right to Convene Meetings

(a) Convening of Meeting: The Subscription Receipt Agent may at any time and from time to time convene a meeting of the Subscription Receiptholders, and will do so on receipt of a Written Request of the Corporation or a Subscription Receiptholder’s Request and on being funded and indemnified to its reasonable satisfaction by the Corporation or by one or more of the Subscription Receiptholders signing such Subscription Receiptholder’s Request against the costs which it may incur in connection with calling and holding such meeting.
(b) Failure to Convene: If the Subscription Receipt Agent fails, within five Business Days after receipt of such Written Request of the Corporation or Subscription Receiptholder’s Request, funding and indemnification, to give notice convening a

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meeting, the Corporation or any of such Subscription Receiptholders, as the case may be, may convene such meeting.

(c) Place of Meeting: Every such meeting will be held in Vancouver, British Columbia, or such other place as is approved or determined by the Subscription Receipt Agent and the Corporation. Any meeting held pursuant to this Article 9 may be done through a virtual or electronic meeting platform, subject to the Subscription Receipt Agent's capabilities at the time. Any meeting held pursuant to this Article 9 may be done through a virtual or electronic meeting platform, subject to the Subscription Receipt Agent’s capabilities at the time.

9.2 Notice

(a) Notice: At least ten Business Days’ notice of any meeting of the Subscription Receiptholders must be given to the Subscription Receiptholders, to the Subscription Receipt Agent (unless the meeting has been called by it) and to the Corporation (unless the meeting has been called by it).
(b) Contents: The notice of the meeting must state the time when and the place where the meeting is to be held and must state briefly the general nature of the business to be transacted thereat, but it will not be necessary for the notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 9.

9.3 Chairman

Some individual (who need not be a Subscription Receiptholder) designated in writing by the Subscription Receipt Agent will be chairman of the meeting or, if no individual is so designated or the individual so designated is not present within 15 minutes after the time fixed for the holding of the meeting, the Subscription Receiptholders present in person or by proxy may choose some individual present to be chairman.

9.4 Quorum

(a) Quorum: Subject to the provisions of Section 9.12 hereof, at any meeting of Subscription Receiptholders, a quorum will consist of Subscription Receiptholders present in person or by proxy at the commencement of the meeting holding in the aggregate not less than 25% of the total number of Subscription Receipts then outstanding.
(b) No Quorum: If a quorum of Subscription Receiptholders is not present within 30 minutes after the time fixed for holding a meeting, the meeting, if summoned by Subscription Receiptholders or on a Subscription Receiptholder’s Request, will be dissolved, but, subject to Section 9.12 hereof, in any other case will be adjourned to the third following Business Day at the same time and place and no notice of the adjournment need be given.
(c) Adjourned Meeting: At the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum and may transact any business

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for which the meeting was originally convened notwithstanding the number of Subscription Receipts that they hold.

9.5 Power to Adjourn

The chairman of a meeting at which a quorum of the Subscription Receiptholders is present may, with the consent of the meeting, adjourn the meeting, and no notice of such adjournment need be given except as the meeting prescribes.

9.6 Show of Hands

Every question submitted to a meeting, other than an Extraordinary Resolution, will be decided in the first place by a majority of the votes given on a show of hands and, unless a poll is duly demanded as herein provided, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority will be conclusive evidence of the fact.

9.7 Poll

(a) Extraordinary Resolution: On every Extraordinary Resolution, and on every other question submitted to a meeting on which a poll is directed by the chairman or requested by one or more Subscription Receiptholders acting in person or by proxy and holding in the aggregate not less than 10% of the total number of Subscription Receipts then outstanding, a poll will be taken in such manner as the chairman directs.
(b) Other: Questions decided on a poll other than those required to be determined by Extraordinary Resolution will be decided by a majority of the votes cast on the poll.

9.8 Voting

On a show of hands each Person present and entitled to vote, whether as a Subscription Receiptholder or as proxy for one or more absent Subscription Receiptholders, or both, will have one vote, and on a poll each Subscription Receiptholder present in person or represented by a proxy duly appointed by instrument in writing will be entitled to one vote in respect of each Subscription Receipt held by such holder. A proxy need not be a Subscription Receiptholder. In the case of joint holders of a Subscription Receipt, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others but in case more than one of them is present in person or by proxy, they shall vote together in respect of the Subscription Receipts of which they are joint holders.

9.9 Regulations

(a) Ability to Make: The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make or vary such regulations as it thinks fit:

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(i) for the form of instrument appointing a proxy, the manner in which it must be executed, and verification of the authority of a Person who executes it on behalf of a Subscription Receiptholder;
(ii) governing the places at which and the times by which instruments appointing proxies must be deposited;
(iii) generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereof; and
(iv) for the deposit of instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be sent by mail, facsimile or other means of prepaid, transmitted, recorded communication before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the meeting is to be held and for voting pursuant to instruments appointing proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations so made will be binding and effective and the votes given in accordance therewith will be valid and will be counted.

(b) Recognition: Except as such regulations provide, the only Persons who will be recognized at a meeting as the holders of any Subscription Receipts, or as entitled to vote or, subject to Section 9.10 hereof, to be present at the meeting in respect thereof, will be the registered holders of such Subscription Receipts or Persons holding proxies on their behalf.

9.10 The Corporation and Subscription Receipt Agent may be Represented

The Corporation and the Subscription Receipt Agent by their respective employees, officers or directors, and Counsel, and counsel of the Subscription Receipt Agent, may attend any meeting of Subscription Receiptholders, but will have no vote as such unless attending in, and to the extent of, their capacity as Subscription Receiptholder or proxyholder.

9.11 Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred on them by the other provisions of this Agreement or by law, the Subscription Receiptholders at a meeting will have the power, exercisable from time to time by Extraordinary Resolution:

(a) to assent to or sanction any amendment, modification, abrogation, alteration, compromise or arrangement of any right of the Subscription Receiptholders or, with the consent of the Subscription Receipt Agent (such consent not to be unreasonably withheld), of the Subscription Receipt Agent in its capacity as agent hereunder or on behalf of the Subscription Receiptholders against the Corporation, whether such right arises under this Agreement or otherwise, which shall be agreed to by the

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Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any indenture supplemental hereto in connection therewith;

(b) to amend, alter or repeal any Extraordinary Resolution previously passed;
(c) subject to arrangements as to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or authorize the Subscription Receipt Agent to enforce any obligation of the Corporation under this Agreement or to enforce any right of the Subscription Receiptholders in any manner specified in the Extraordinary Resolution;
(d) to direct or authorize the Subscription Receipt Agent to refrain from enforcing any obligation or right referred to in Section 9.11(c);
(e) to waive and direct the Subscription Receipt Agent to waive any default by the Corporation in complying with any provision of this Agreement, either unconditionally or on any condition specified in the Extraordinary Resolution;
(f) to appoint a committee with power and authority to exercise, and to direct the Subscription Receipt Agent to exercise, on behalf of the Subscription Receiptholders, such of the powers of the Subscription Receiptholders as are exercisable by Extraordinary Resolution;
(g) to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any obligation of the Corporation under this Agreement or to enforce any right of the Subscription Receiptholders;
(h) to direct any Subscription Receiptholder who, as such, has brought any suit, action or proceeding, to stay or discontinue or otherwise deal therewith on payment of the costs, charges and expenses reasonably and properly incurred by him in connection therewith;
(i) to assent to any change in or omission from the provisions contained in the Subscription Receipt Certificates and this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation or, with the consent of the Subscription Receipt Agent, such consent not to be unreasonably withheld, concerning any such right of the Subscription Receipt Agent, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental indenture embodying the change or omission;
(j) to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation; or
(k) from time to time and at any time to remove the Subscription Receipt Agent and appoint a successor Subscription Receipt Agent.

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9.12 Meaning of “Extraordinary Resolution”

(a) Meaning: The expression “ Extraordinary Resolution ” when used in this Agreement means, subject to the provisions of this Section 9.12 and of Section 9.15 and Section 9.16 hereof, a motion proposed at a meeting of Subscription Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 9 at which there are present in person or by proxy Subscription Receiptholders holding in the aggregate more than 25% of the total number of Subscription Receipts then outstanding and passed by the affirmative votes of Subscription Receiptholders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts represented at the meeting and voted on the motion.
(b) Quorum: If, at a meeting called for the purpose of passing an Extraordinary Resolution, the quorum required by Section 9.12(a) hereof is not present within thirty (30) minutes after the time appointed for the meeting, the meeting, if convened by Subscription Receiptholders or on a Subscription Receiptholder’s Request, will be dissolved, but in any other case will stand adjourned to such day, being not less than five Business Days or more than ten Business Days later, and to such place and time, as is appointed by the chairman.
(c) Notice: Not less than three Business Days’ notice must be given to the Subscription Receiptholders of the time and place of such adjourned meeting.
(d) Form of Notice: The notice must state that at the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum but it will not be necessary to set forth the purposes for which the meeting was originally called or any other particulars.
(e) Quorum at Adjourned Meeting: At the adjourned meeting the Subscription Receiptholders present in person or by proxy will form a quorum and may transact any business for which the meeting was originally convened, and a motion proposed at such adjourned meeting and passed by the requisite vote as provided in Section 9.12(a) hereof will be an Extraordinary Resolution within the meaning of this Agreement notwithstanding that Subscription Receiptholders holding in the aggregate 25% of the total number of Subscription Receipts outstanding may not be present.
(f) Poll: Votes on an Extraordinary Resolution must always be given on a poll and no demand for a poll on an Extraordinary Resolution will be necessary.

9.13 Powers Cumulative

Any one or more of the powers, and any combination of the powers, in this Agreement stated to be exercisable by the Subscription Receiptholders by Extraordinary Resolution or otherwise, may be exercised from time to time, and the exercise of any one or more of such powers or any combination of such powers from time to time will not prevent the

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Subscription Receiptholders from exercising such power or powers or combination of powers thereafter from time to time.

9.14 Minutes

Minutes of all resolutions passed and proceedings taken at every meeting of the Subscription Receiptholders will be made and duly entered in books from time to time provided for such purpose by the Subscription Receipt Agent at the expense of the Corporation, and any such minutes, if signed by the chairman of the meeting at which such resolutions were passed or such proceedings were taken, will be prima facie evidence of the matters therein stated, and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes have been so made, entered and signed will be deemed to have been duly convened and held, and all resolutions passed and proceedings taken thereat to have been duly passed and taken.

9.15 Instruments in Writing

Any action that may be taken and any power that may be exercised by Subscription Receiptholders at a meeting held as provided in this Article 9 may also be taken and exercised by Subscription Receiptholders who hold in the aggregate not less than 50% of the total number of Subscription Receipts at the time outstanding or in the case of an Extraordinary Resolution, Subscription Receiptholders who hold in the aggregate not less than 66 2/3% of the total number of Subscription Receipts at the time outstanding, by their signing, each in person or by attorney duly appointed in writing, an instrument in writing in one or more counterparts, and the expression “Extraordinary Resolution” when used in this Agreement includes a resolution embodied in an instrument so signed.

9.16 Binding Effect of Resolutions

Every resolution and every Extraordinary Resolution passed in accordance with the provisions of this Article 9 at a meeting of Subscription Receiptholders will be binding on all Subscription Receiptholders, whether present at or absent from the meeting and whether voting for or against the resolution or abstaining, and every instrument in writing signed by Subscription Receiptholders in accordance with Section 9.15 hereof will be binding on all Subscription Receiptholders, whether signatories thereto or not, and every Subscription Receiptholder and the Subscription Receipt Agent (subject to the provisions for its indemnity herein contained) will be bound to give effect accordingly to every such resolution and instrument in writing.

9.17 Evidence of Subscription Receiptholders

Any request, direction, notice, consent or other instrument which this Agreement may require or permit to be signed or executed by the Subscription Receiptholders, including a Subscription Receiptholder’s Request, may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Subscription Receiptholders in person or by attorney duly appointed in writing. Proof of the execution of any such request or other instrument or of a writing appointing any such attorney or (subject to the provisions of this Article 9 with regard to voting at meetings of Subscription Receiptholders) of the

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holding by any person of Subscription Receipts shall be sufficient for any purpose of this Agreement if the fact and date of execution by any person of such request or other instrument or writing is proved by a certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, to the effect that the person signing such request or other instrument in writing acknowledged the execution thereof or by an affidavit of a witness of such execution or in any other manner which the Subscription Receipt Agent may consider adequate. The Subscription Receipt Agent may, nevertheless, in its discretion require further proof in cases where it deems further proof desirable or may accept such other proof as it shall consider proper.

9.18 Holdings by the Corporation and Subsidiaries Disregarded

In determining whether Subscription Receiptholders holding the required total number of Subscription Receipts are present in person or by proxy for the purpose of constituting a quorum, or have voted or consented to a resolution, Extraordinary Resolution, consent, waiver, Subscription Receiptholder’s Request or other action under this Agreement, a Subscription Receipt held by the Corporation or by a Subsidiary of the Corporation will be deemed to be not outstanding. The Corporation shall provide the Subscription Receipt Agent with a Certificate of the Corporation providing details of any Subscription Receipts held by the Corporation or by a Subsidiary of the Corporation upon the written request of the Subscription Receipt Agent.

ARTICLE 10 SUPPLEMENTAL AGREEMENTS AND SUCCESSOR COMPANIES

10.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation, VLCTY, the Lead Agents and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders and subject to the provisions of this Agreement, execute and deliver agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as are necessary or advisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, materially prejudicial to the interests of the Subscription Receiptholders as a group;

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(d) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(e) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, materially prejudicial to the interests of the Subscription Receiptholders as a group;
(f) adding to or amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipts and making any modification in the form of the Subscription Receipt Certificates which does not materially affect the substance thereof;
(g) modifying any of the provisions of this Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief materially impairs any of the rights of the Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(h) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and the Subscription Receiptholders as a group are not materially prejudiced thereby.

10.2 Successor Entities

In the case of the amalgamation, consolidation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another Person (a “successor entity”), the successor entity resulting from the amalgamation, consolidation, merger or transfer (if not the Corporation) shall be bound by the provisions hereof and all obligations for the due and punctual performance and observance of each and every covenant and obligation contained in this Agreement to be performed by the Corporation and the successor entity shall by supplemental agreement satisfactory in form to the Subscription Receipt Agent, acting reasonably, and executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.

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ARTICLE 11 CONCERNING SUBSCRIPTION RECEIPT AGENT

11.1 Applicable Legislation

If and to the extent that any provision of this Agreement limits, qualifies or conflicts with a mandatory requirement of Applicable Legislation, the mandatory requirement will prevail. The Corporation and the Subscription Receipt Agent each will at all times in relation to this Agreement and any action to be taken hereunder observe and comply with and be entitled to the benefits of Applicable Legislation.

11.2 Rights and Duties of Subscription Receipt Agent

(a) Duty of Subscription Receipt Agent: In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. The Subscription Receipt Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Subscription Receipt Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and in the absence of any such notice the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained therein. Any such notice shall in no way limit any discretion herein given to the Subscription Receipt Agent to determine whether or not the Subscription Receipt Agent shall take action with respect to any default.
(b) No Relief From Liability: No provision of this Agreement will be construed to relieve the Subscription Receipt Agent from liability for its own gross negligence, wilful misconduct or fraud.
(c) Actions: The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding in connection herewith, including without limitation, for the purpose of enforcing any right of the Subscription Receipt Agent or the Subscription Receiptholders hereunder is on the condition that the Subscription Receipt Agent shall have received a Subscription Receiptholder’s Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take and, when required by notice to the Subscription Receiptholders by the Subscription Receipt Agent, the Subscription Receipt Agent is furnished by one or more Subscription Receiptholders with sufficient funds to commence or continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and hold it harmless against the costs, charges, expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

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(d) Funding: No provision of this Agreement will require the Subscription Receipt Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless it is so indemnified and funded.
(e) Deposit of Subscription Receipts: The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Subscription Receiptholders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipt Certificates held by them, for which certificates the Subscription Receipt Agent will issue receipts.
(f) Restriction: Every provision of this Agreement that relieves the Subscription Receipt Agent of liability or entitles it to rely on any evidence submitted to it is subject to the provisions of Applicable Legislation. The Subscription Receipt Agent shall not be liable to account to anyone for the profit it may earn, if any, while holding the Escrowed Funds and shall not be liable to account to anyone for the profit it may receive, if any, while holding the Escrowed Funds.
(g) Right Not to Act/ Right to Resign: The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Subscription Receipt Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist legislation or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on ten days’ written notice to the Corporation provided (i) that the Subscription Receipt Agent’s written notice shall describe the circumstances of such noncompliance; and (ii) that if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such ten-day period, then such resignation shall not be effective.

11.3 Evidence, Experts and Advisers

(a) Evidence: In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation will furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as is prescribed by Applicable Legislation or as the Subscription Receipt Agent reasonably requires by written notice to the Corporation.
(b) Reliance by Subscription Receipt Agent: In the exercise of any right or duty hereunder the Subscription Receipt Agent, if it is acting in good faith, may act and rely, as to the truth of any statement or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence furnished to the Subscription Receipt Agent pursuant to a provision hereof or of

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Applicable Legislation or pursuant to a request of the Subscription Receipt Agent, if such evidence complies with Applicable Legislation and the Subscription Receipt Agent examines such evidence and determines that it complies with the applicable requirements of this Agreement.

(c) Statutory Declaration: Whenever Applicable Legislation requires that evidence referred to in Section 11.3(a) hereof be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by any one or more of the Chief Executive Officer, President, Chief Financial Officer or Secretary of the Corporation or by any other officer(s) or director(s) of the Corporation to whom such authority is delegated by the Directors from time to time. In addition, the Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, direction, instruction, statement, instrument, opinion, report, notice, request, consent, order, letter, telegram, cablegram or other paper or document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.
(d) Proof of Execution: Proof of the execution of any document or instrument in writing, including a Subscription Receiptholder’s Request, by a Subscription Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the Person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution, or in any other manner that the Subscription Receipt Agent considers adequate and in respect of a corporate Subscription Receiptholder, shall include a certificate of incumbency of such Subscription Receiptholder together with a certified resolution authorizing the Person who signs such instrument to sign such instrument.
(e) Experts: The Subscription Receipt Agent may employ or retain such counsel, accountants, appraisers, or other experts or advisers as it reasonably requires for the purpose of determining and discharging its rights and duties hereunder and may pay the reasonable remuneration and disbursements for all services so performed by any of them, and will not be responsible for any misconduct or negligence on the part of any of them. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees of such counsel, accountants, appraisers, or other experts or advisors. The Subscription Receipt Agent may act and rely and shall be protected in acting or not acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraisers or other expert or advisor, whether retained or employed by the Corporation or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the duties and obligations hereof.

11.4 Documents, Money, Etc. held by Subscription Receipt Agent

(a) Safekeeping: Any security, documents of title or other instrument that may at any time be held by the Subscription Receipt Agent subject to the provisions of this Agreement hereof may be placed in the deposit vaults of the Subscription Receipt

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Agent or placed in the deposit vaults of any Canadian chartered bank or deposited for safekeeping with any such bank.

(b) Interest: Subject to the terms herein, the Subscription Receipt Interest received by the Subscription Receipt Agent will belong to the Corporation.

11.5 Action by Subscription Receipt Agent to Protect Interests

The Subscription Receipt Agent will have power to institute and to maintain such actions and proceedings as it considers necessary or expedient to protect or enforce its interests and the interests of the Subscription Receiptholders.

11.6 Subscription Receipt Agent not Required to Give Security

The Subscription Receipt Agent will not be required to give any bond or security in respect of the execution of the duties and obligations and powers of this Agreement.

11.7 Protection of Subscription Receipt Agent

(a) Protection: By way of supplement to the provisions of any law for the time being relating to subscription receipt agents, it is expressly declared and agreed that:
(i) the Subscription Receipt Agent will not be liable for or by reason of, or required to substantiate, any statement of fact, representation or recital in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 11.9 or in the certification of the Subscription Receipt Agent on the Subscription Receipt Certificates), but all such statements or recitals are and will be deemed to be made by the Corporation;
(ii) nothing herein contained will impose on the Subscription Receipt Agent any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;
(iii) the Subscription Receipt Agent will not be bound to give notice to any Person of the execution hereof;
(iv) the Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, wilful misconduct or fraud;
(v) the Subscription Receipt Agent will not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach by the Corporation of any obligation or warranty herein contained or of any act of any director, officer, employee or agent of the Corporation;

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(vi) the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and in the Subscription Receipts and generally may contract and enter into financial transactions with the Corporation or any related corporation without being liable to account for any profit made thereby;
(vii) the Subscription Receipt Agent shall incur no liability with respect to the delivery or non-delivery of any certificate or certificates whether delivered by hand, mail or any other means provided that they are sent in accordance with the provisions hereof;
(viii) if the Subscription Receipt Agent delivers any cheque as required hereunder, the Subscription Receipt Agent shall have no further obligation or liability for the amount represented thereby, unless any such cheque is not honoured on presentation, provided that in the event of the non-receipt of such cheque by the payee, or the loss or destruction thereof, the Subscription Receipt Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and, if required by the Subscription Receipt Agent, an indemnity reasonably satisfactory to it, shall issue to such payee a replacement cheque for the amount of such cheque;
(ix) the Subscription Receipt Agent will disburse funds in accordance with the provisions hereof only to the extent that funds have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit (including any Subscription Receipt Interest) with the Subscription Receipt Agent at the time of disbursement; and
(x) notwithstanding the foregoing or any other provision of this Agreement, any liability of the Subscription Receipt Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Subscription Receipt Agent under this Agreement in the twelve (12) months immediately prior to the Subscription Receipt Agent receiving the first notice of the claim. Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Subscription Receipt Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits, or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.
(b) Indemnity: In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and its affiliates, their successors and assigns, and each of their directors, officers, employees and agents (the “ Indemnified Parties ”) and save them harmless from and against all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages, costs, charges, assessments, judgments and expenses (including expert consultant

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and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent’s duties, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent’s gross negligence, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. Notwithstanding any other provision hereof, this indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement.

11.8 Replacement of Subscription Receipt Agent

(a) Resignation: The Subscription Receipt Agent may resign and be discharged from all further duties and liabilities hereunder, except as provided in this section, by giving to the Corporation not less than sixty (60) days’ notice in writing or, if a new subscription receipt agent has been appointed, such shorter notice as the Corporation accepts as sufficient provided that such resignation and discharge shall be subject to the appointment of a successor thereto in accordance with the provisions hereof.
(b) Removal: The Subscription Receiptholders, with the consent of the Corporation, by Extraordinary Resolution may at any time remove the Subscription Receipt Agent and appoint a new subscription receipt agent.
(c) Appointment of New Subscription Receipt Agent: If the Subscription Receipt Agent so resigns or is so removed or is dissolved, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting hereunder, the Corporation will forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Subscription Receiptholders.
(d) Failure to Appoint: Failing such appointment by the Corporation, the retiring Subscription Receipt Agent or any Subscription Receiptholder may apply at the expense of the Corporation to the British Columbia Supreme Court, on such notice as the Court directs, for the appointment of a new subscription receipt agent.
(e) New Subscription Receipt Agent: Any new subscription receipt agent appointed under this Section 11.8 must be a corporation authorized to carry on the business

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of a transfer agent or trust company in British Columbia and, if required by the Applicable Legislation of any other province, in such other province. On any such appointment the new subscription receipt agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent without any further assurance, conveyance, act or deed, but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as, in the opinion of Counsel, are necessary or advisable for the purpose of assuring the transfer of such powers, rights, duties and responsibilities to the new subscription receipt agent including, without limitation, an appropriate instrument executed by the new subscription receipt agent accepting such appointment and, at the request of the Corporation, the predecessor Subscription Receipt Agent shall, upon payment of its outstanding remuneration and expenses, execute and deliver to the new subscription receipt agent an appropriate instrument transferring to such new subscription receipt agent all rights and powers of the Subscription Receipt Agent hereunder, and shall duly assign, transfer and deliver to the new subscription receipt agent all securities, property and all records kept by the predecessor Subscription Receipt Agent hereunder or in connection therewith. Any new subscription receipt agent so appointed by the Corporation or by the Court will be subject to removal as aforesaid by the Subscription Receiptholders and by the Corporation.
(f) Notice of New Subscription Receipt Agent: On the appointment of a new subscription receipt agent, the Corporation will promptly give notice thereof to the Subscription Receiptholders in accordance with Section 12.2(a) hereof.
(g) Successor Subscription Receipt Agent: A corporation into or with which the Subscription Receipt Agent is merged or consolidated or amalgamated, or a corporation succeeding to the corporate trust business of the Subscription Receipt Agent, will be the successor to the Subscription Receipt Agent hereunder without any further act on its part or on the part of any party hereto if such corporation would be eligible for appointment as a new subscription receipt agent under Section 11.8(e) hereof.
(h) Certificates: A Subscription Receipt Certificate Authenticated but not delivered by a predecessor Subscription Receipt Agent may be delivered by the new or successor subscription receipt agent in the name of the predecessor Subscription Receipt Agent or successor subscription receipt agent. In case at any time any of the Subscription Receipt Certificates have not been countersigned, a Subscription Receipt Certificate may be countersigned either in the name of the successor subscription receipt agent, and in all such cases such Subscription Receipt Certificates will have the full force provided in the Subscription Receipt Certificates and in this Agreement.

11.9 Acceptance of Duties and Obligations

The Subscription Receipt Agent hereby accepts the duties and obligations in this Agreement declared and provided for and agrees to perform them on the terms and conditions herein set forth. The Subscription Receipt Agent accepts the duties and

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responsibilities under this Agreement solely as custodian, bailee and agent. No trust is intended to be or will be created hereby and the Subscription Receipt Agent shall owe no duties hereunder as a trustee.

ARTICLE 12 GENERAL

12.1 Notice to the Corporation, VLCTY, the Agents, and Subscription Receipt Agent

(a) Corporation: Unless herein otherwise expressly provided, a notice to be given hereunder to the Corporation or the Subscription Receipt Agent will be validly given if delivered or if sent by registered letter, postage prepaid, or if sent by facsimile transmission (if receipt of such transmission is confirmed):
(i) if to the Corporation:

BuildDirect.com Technologies Inc. 1900-401 W. Georgia Street Vancouver, British Columbia, V6B 5A1

Attention: Dan Park Email: [redacted] with a copy (which shall not constitute notice) to:

Fasken Martineau DuMoulin LLP 550 Burrard Street, Suite 2900 Vancouver, British Columbia V6C 0A3 Attention: Steve Saville Email: [email protected]

(ii) if to the Subscription Receipt Agent:

Computershare Trust Company of Canada 510 Burrard Street, 3rd Floor Vancouver, British Columbia V6C 3B9

Attention: General Manager, Corporate Trust Email: [email protected]

(iii) if to VLCTY:

VLCTY Capital Inc. Suite 206, 3500 Carrington Road Westbank, British Columbia, V4T 3C1

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Attention: Andrew Elbaz Email: [redacted] with a copy (which shall not constitute notice) to:

Minden Gross LLP 145 King Street West Suite 2200 Toronto, ON M5H 4G2 Attention: Andrew Elbaz E mail: [redacted]

(iv) if to the Agents, to:

CIBC World Markets Inc. 12[th] Floor – 400 Burrard Street Vancouver, BC V6C 3A6 Attention: Kathy Butler Email: [redacted] And to: Canaccord Genuity Corp. P.O. Box 516 161 Bay Street, Suite 3000 Toronto, ON M5J 2S1 Attention: Myles Hiscock E-mail: [redacted]

with a copy (for information purposes only and not constituting notice) to: Norton Rose Fulbright Canada LLP 1800 - 510 West Georgia Street Vancouver, BC V6B 0M3 Attention: Kristopher Miks E-mail: [email protected]

and any such notice delivered or sent in accordance with the foregoing prior to 3:00 p.m. (Vancouver time) on a Business Day will be deemed to have been received on the date of delivery or facsimile transmission or, if mailed, on the second Business Day following the day of the mailing of the notice. The original of any document

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sent by facsimile transmission to the Subscription Receipt Agent shall be subsequently mailed to the Subscription Receipt Agent.

(b) Change of Address: The Corporation or the Subscription Receipt Agent, as the case may be, may from time to time notify each of the other party hereto in the manner provided in Section 12.1(a) hereof of a change of address which, from the effective date of such notice and until changed by like notice, will be the address of the Corporation or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.
(c) Postal Interruption: If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, a notice to be given to the Subscription Receipt Agent or to the Corporation hereunder could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is delivered to an officer of the party to which it is addressed. Any notice delivered in accordance with the foregoing will be deemed to have been received on the date of delivery to such officer.

12.2 Notice to Subscription Receiptholders

(a) Notice: Unless herein otherwise expressly provided, a notice to be given hereunder to Subscription Receiptholders will be deemed to be validly given if the notice is sent by ordinary surface or air mail, postage prepaid, addressed to the Subscription Receiptholders or delivered (or so mailed to certain Subscription Receiptholders and so delivered to the other Subscription Receiptholders) at their respective addresses appearing on any of the registers of holders described in Section 3.1 hereof, provided, however, that if, by reason of a strike, lockout or other work stoppage, actual or threatened, involving Canadian postal employees, the notice could reasonably be considered unlikely to reach or likely to be delayed in reaching its destination, the notice will be valid and effective only if it is so delivered or is given by publication twice in the Report on Business section in the national edition of The Globe and Mail.
(b) Date of Notice: A notice so given by mail or so delivered will be deemed to have been given on the first Business Day after it has been mailed or on the day on which it has been delivered, as the case may be, and a notice so given by publication will be deemed to have been given on the day on which it has been published as required. In determining under any provision hereof the date when notice of a meeting or other event must be given, the date of giving notice will be included and the date of the meeting or other event will be excluded. Accidental error or omission in giving notice or accidental failure to mail notice to any Subscription Receiptholder will not invalidate any action or proceeding founded thereon.

12.3 Satisfaction and Discharge of Agreement

Upon the earlier of (i) the issuance of the Underlying Shares and Underlying Warrants required to be issued in compliance with the provisions hereof and payment of all consideration as provided for in Section 6.3(a) upon satisfaction of the Release Condition;

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and (ii) the payment of all consideration pursuant to Section 6.3(b) upon delivery of a Termination Notice, this Agreement will cease to be of further effect and, on demand of and at the cost and expense of the Corporation and on delivery to the Subscription Receipt Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Subscription Receipt Agent of the fees and other remuneration payable to the Subscription Receipt Agent, the Subscription Receipt Agent will execute proper instruments acknowledging the satisfaction of and discharging of this Agreement.

12.4 Sole Benefit of Parties and Subscription Receiptholders

Nothing in this Agreement or the Subscription Receipt Certificates, expressed or implied, will give or be construed to give to any Person other than the parties hereto and the Subscription Receiptholders, as the case may be, any legal or equitable right, remedy or claim under this Agreement or the Subscription Receipt Certificates, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Subscription Receiptholders.

12.5 Discretion of Directors

Any matter provided herein to be determined by the Directors will be determined by the Directors in their sole discretion, acting reasonably, and a determination so made will be conclusive.

12.6 Force Majeure

No Party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 12.6.

12.7 Privacy Consent

The parties acknowledge that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

(a) to provide the services required under this Agreement and other services that may be requested from time to time;
(b) to help the Subscription Receipt Agent manage its servicing relationships with such individuals;
(c) to meet the Subscription Receipt Agent’s legal and regulatory requirements; and

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(d) if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes.

Each party acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its Privacy Code, which the Subscription Receipt Agent shall make available on its website, www.computershare.com, or upon request, including revisions thereto. The Subscription Receipt Agent may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides.

Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

12.8 Counterparts and Formal Date

This Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of their execution will be deemed to be dated as of the date of this Agreement.

Remainder of page left intentionally blank.

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IN WITNESS WHEREOF the parties hereto have executed this Subscription Receipt Agreement as of the day and year first above written.

BUILDDIRECT.COM TECHNOLOGIES INC.

By: “Dan Park” Name: Dan Park Title: CEO

COMPUTERSHARE TRUST COMPANY OF CANADA

By: “Nicolas Richard” Name: Nicolas Richard Title: Corporate Trust Officer

By: “Alexa Kwan” Name: Alexa Kwan Title: Associate Trust Officer

VLCTY CAPITAL INC.

By: “Andrew Elbaz” Name: Andrew Elbaz Title: CEO

CIBC WORLD MARKETS INC.

By: “Kathy Butler” Name: Kathy Butler Title: Managing Director

CANACCORD GENUITY CORP.

By: “Myles Hiscock”

Name: Myles Hiscock Title: Managing Director, Investment Banking

Signature Page to Subscription Receipt Agreement

A1 -

SCHEDULE “A” FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

“THE SECURITIES REPRESENTED HEREBY ARE NON-TRANSFERABLE.”

[Certificates required to bear the legend set forth in Section 2.4(f) of the Subscription Receipt Agreement shall bear the following additional legends:]

THE OFFER AND SALE OF SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED.

[If issued and registered to the Depository, insert the following legend:]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO BUILDDIRECT.COM TECHNOLOGIES INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.

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Certificate Number: __

Number of Subscription Receipts ___

CUSIP: 12009C117 ISIN: CA12009C1178

SUBSCRIPTION RECEIPTS

BuildDirect.com Technologies Inc.

(a corporation existing under the laws of the federal laws of Canada)

THIS IS TO CERTIFY THAT, for value received, ____ (the “ holder ”) is the registered holder of the number of subscription receipts (“ Subscription Receipts ”) specified above of BUILDDIRECT.COM TECHNOLOGIES INC. (the “ Corporation ”) and is thereby entitled, without payment of any additional consideration, to be issued, immediately after the Release Time (as defined in the Subscription Receipt Agreement hereinafter referred to) one common share in the capital of the Corporation (a “ Common Share ”) and one Common Share purchase warrant (a “ Warrant ”) in respect of each Subscription Receipt held.

This Subscription Receipt Certificate represents Subscription Receipts of the Corporation issued under the provisions of a subscription receipt agreement (which agreement, together with all instruments supplemental or ancillary thereto, is herein referred to as the “ Subscription Receipt Agreement ”) dated as of April 30, 2021, between the Corporation, Computershare Trust Company of Canada (the “ Subscription Receipt Agent ”), CIBC World Markets Inc. (“ CIBC ”) and Canaccord Genuity Corp. (together with CIBC, the “ Lead Agents ”), on their own behalf and on behalf of Cormark Securities Inc., Raymond James Ltd. and PI Financial Corp., and VLCTY Capital Inc. (“ VLCTY ”). Reference is hereby made for particulars of the rights of the holders of the Subscription Receipts, the Corporation, VLCTY, the Lead Agents, on their own behalf and on behalf of the Agents, and the Subscription Receipt Agent in respect thereof and of the terms and conditions upon which the Subscription Receipts are issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement were herein set forth in full, and to all of which the holder, by acceptance hereof, assents. In the event of a conflict between the provisions of this Subscription Receipt Certificate and the Subscription Receipt Agreement, the terms of the Subscription Receipt Agreement shall govern.

All capitalized terms used but not defined in this Subscription Receipt Certificate shall have the meaning ascribed thereto in the Subscription Receipt Agreement. The Corporation will furnish to the holder, on request, a copy of the Subscription Receipt Agreement.

The Subscription Receipts represented by this Subscription Receipt Certificate will automatically convert into Common Shares and Warrants by the Subscription Receipt Agent, on the basis of one Common Share and one Warrant for each Subscription Receipt, for and on behalf of the holder in accordance with the Subscription Receipt Agreement upon satisfaction of the Release Condition prior to the Release Deadline and the holder will be a holder of the Common Shares and Warrants issuable on the conversion of such Subscription Receipts without the taking of any further action by the holder or payment of additional consideration. For greater certainty, the Subscription Receipts represented by this certificate may not be converted by the holder and may only be converted pursuant to the foregoing automatic conversion.

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The sale of the Subscription Receipts is being completed in connection with the Transaction (as defined in the Subscription Receipt Agreement).

Pursuant to the Subscription Receipt Agreement, the Release Date is the date, or the Business Day following such date, on which the Subscription Receipt Agent receives the Release Notice in the form required under the Subscription Receipt Agreement, which notice will inform the Subscription Receipt Agent of the satisfaction of the Release Condition, and will advise the Subscription Receipt Agent of the conversion of the Subscription Receipts into Common Shares and Warrants and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Agreement.

In the event that (i) the Release Notice is not delivered to the Subscription Receipt Agent prior to the Release Deadline, or (ii) a Termination Notice is delivered at or prior to 5:00 p.m. (Vancouver time) on the Release Deadline, or (iii) the Amalgamation Agreement is terminated, the Corporation shall provide notice to the Subscription Receiptholders of that fact pursuant to Section 5.1(g) of the Subscription Agreement and all of the Subscription Receipts shall, without any action on the part of the holders thereof (including the surrender of Subscription Receipt Certificates), be cancelled by the Subscription Receipt Agent. In such event, the holder will be entitled to receive, and the Subscription Receipt Agent and the Corporation shall pay to the holder, the aggregate amount of $5.75 per Subscription Receipt (together with the pro rata Subscription Receipt Interest earned thereon less any withholding tax required to be withheld in respect thereof), all as more particularly set out in the Subscription Receipt Agreement.

The holder of this Subscription Receipt is cautioned that in the event that the Subscription Receipts are deemed to be cancelled, a cheque will be mailed or delivered to the latest address of record of the registered holder.

On and after the date of conversion of the Subscription Receipts represented by this Subscription Receipt Certificate, the holder will have no rights hereunder except to the Common Shares and Warrants issued to such holder. If the Transaction is completed, each Common Share and each Warrant, respectively, issuable on the conversion of the Subscription Receipts will be exchanged for one Resulting Issuer Share and one Resulting Issuer Warrant. Each Resulting Issuer Warrant will be exercisable to acquire one Resulting Issuer Share at a price of $6.90 per Resulting Issuer Share at any time prior to the date that is 24 months from the closing of the Business Combination pursuant to the terms of the Warrant Indenture, provided that if, prior to the expiry date of the Resulting Issuer Warrants, the daily volume-weighted average trading price of the Resulting Issuer Shares on the Stock Exchange exceeds $8.00 for a period of at least thirty consecutive Trading Days, the Corporation may accelerate the expiry date of the Resulting Issuer Warrants to a date not earlier than the date that is thirty days following the acceleration of such warrants.

No Common Shares or Warrants will be issued pursuant to the conversion of any Subscription Receipt if the issue of such security would constitute a violation of the securities laws of any applicable jurisdiction.

The Subscription Receipt Agreement contains provisions making binding on all holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such

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holders held in accordance with such provisions and instruments in writing signed by holders of a specified majority of all outstanding Subscription Receipts.

The Subscription Receipts represented by this Subscription Receipt Certificate are non-transferable.

The holding of this Subscription Receipt Certificate will not constitute the holder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as otherwise provided in the Subscription Receipt Agreement.

This Subscription Receipt Certificate will not be valid for any purpose until it has been certified by or on behalf of the Subscription Receipt Agent for the time being under the Subscription Receipt Agreement.

Time is of the essence hereof.

Remainder of page intentionally left blank.

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IN WITNESS WHEREOF THE CORPORATION has caused this Subscription Receipt Certificate to be signed by its officers or other individuals duly authorized in that behalf as of the ___ day of __, 2021.

BUILDDIRECT.COM TECHNOLOGIES INC.

By:

Name: Title:

This Subscription Receipt Certificate is one of the Subscription Receipt Certificates referred to in the Subscription Receipt Agreement.

Countersigned this ___ day of ____, 2021.

COMPUTERSHARE TRUST COMPANY OF CANADA

By:

Authorized Signing Officer

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SCHEDULE “B” ESCROW RELEASE NOTICE

TO: COMPUTERSHARE TRUST COMPANY OF CANADA

Reference is made to the subscription receipt agreement dated April 30, 2021, (the “ Subscription Receipt Agreement ”) between BuildDirect.com Technologies Inc. (the “ Corporation ”), CIBC World Markets Inc. (“ CIBC ”), Canaccord Genuity Corp. (together with CIBC, the “ Lead Agents ”), on their own behalf and on behalf of Cormark Securities Inc., Raymond James Ltd. and PI Financial Corp. (together with the Lead Agents, the “ Agents ”), Computershare Trust Company of Canada (the “ Subscription Receipt Agent ”) and VLCTY Capital Inc. Unless otherwise defined herein, words and terms with the letter or letters thereof capitalized shall have the meanings given to such words and terms in the Subscription Receipt Agreement.

The Subscription Receipt Agent is hereby notified that the Release Condition has been satisfied in full in accordance with the Subscription Receipt Agreement, and, accordingly, the Subscription Receipt Agent is hereby irrevocably directed and authorized to, in accordance with Section 4.1(c) of the Subscription Receipt Agreement:

(a) release to CIBC, on behalf of the Agents, Agents’ Expenses incurred after the Closing Date, being $[●]; and [Banking information & SIN/Tax Identification Number to be provided for tax slips if Interest to be released to Agent]
(b) release $[●], representing the balance of the Escrowed Funds (less an amount payable to the Subscription Receipt Agent equal to its reasonable fees for services rendered and disbursements incurred) to the Corporation by means of a wire transfer to the bank account indicated in the attached. [Banking information & SIN/Tax Identification Number to be provided for tax slips if Interest to be released to Corporation]

Each of the undersigned hereby further certifies, solely in his/her capacity as an officer of the Corporation and VLCTY, respectively, for and on behalf of the Corporation and VLCTY and without personal liability, that the Corporation and AcquisitionCo will amalgamate pursuant to the terms of the Amalgamation Agreement immediately upon the confirmation by the Subscription Receipt Agreement of the completion of (a) and (b) above.

This Release Notice, which may be signed in counterparts and delivered by facsimile, is irrevocable and shall constitute your good and sufficient authority for taking the actions described herein.

[signature page follows]

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DATED this _ day of ____, 2021.

BUILDDIRECT.COM TECHNOLOGIES INC.

By:

Name: Title:

VLCTY CAPITAL INC.

By: Name: Title:

Acknowledged by:

CIBC WORLD MARKETS INC.

By: Name: Title:

CANACCORD GENUITY CORP.

By:

Name: Title:

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257606.00143/95220387.5

AI assistant

BuildDirect.com Technologies Inc. — Capital/Financing Update 2021

47925_rns_2021-05-26_b4a0eaf9-8fa2-4466-9ad7-0c073e6c47e8.pdf

BUILDDIRECT.COM TECHNOLOGIES INC.

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA

- and -

VLCTY CAPITAL INC.

- and -

CIBC WORLD MARKETS INC.

CANACCORD GENUITY CORP.

SUBSCRIPTION RECEIPT AGREEMENT

SUBSCRIPTION RECEIPT AGREEMENT

A M O N G:

BUILDDIRECT.COM TECHNOLOGIES INC. , a corporation

CIBC WORLD MARKETS INC.

CANACCORD GENUITY CORP.

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation

1.3 Applicable Law

ARTICLE 2 THE SUBSCRIPTION RECEIPTS

2.1 Creation and Issue of Subscription Receipts

2.2 Payment Acknowledgement

2.3 Terms of Subscription Receipts

2.4 Form of Subscription Receipt Certificates

2.5 CDS Subscription Receipts

2.6 Signing of Subscription Receipt Certificates

2.7 Certification by Subscription Receipt Agent

2.8 Subscription Receipts to Rank Pari Passu

2.9 Issue in Substitution for Lost Certificates, Etc.

2.10 Subscription Receiptholder not a Shareholder

ARTICLE 3

REGISTRATION, TRANSFER AND OWNERSHIP OF SUBSCRIPTION RECEIPTS AND EXCHANGE OF SUBSCRIPTION RECEIPT CERTIFICATES

3.1 Registration of Subscription Receipts

3.2 Exchange of Subscription Receipt Certificates

3.3 No Charges for Exchange

3.4 Ownership of Subscription Receipts

ARTICLE 4 CONVERSION OF SUBSCRIPTION RECEIPTS

4.1 Conversion of Subscription Receipts by Subscription Receipt Agent

4.2 Effect of Conversion

4.3 Fractions

4.4 Recording

4.5 Securities Restrictions

ARTICLE 5 COVENANTS

5.1 General Covenants

5.2 Remuneration and Expenses of Subscription Receipt Agent

5.3

Notice of Issue

5.4 Securities Qualification Requirements

5.5 Performance of Covenants by Subscription Receipt Agent

ARTICLE 6

DEPOSIT OF PROCEEDS AND CANCELLATION OF SUBSCRIPTION RECEIPTS

6.1 Deposit of Escrowed Proceeds in Escrow

6.2 Investment of Escrowed Funds

Approved Banks

6.3 Release of Escrowed Funds

6.4 Escrowed Funds Held in Trust

6.5 Representation Regarding Third Party Interests

ARTICLE 7 ADJUSTMENTS

7.1 Adjustment of Number of Underlying Shares and Underlying Warrants

7.2 No Adjustment for Stock Options etc.

7.3 Determination by Corporation’s Auditors

7.4 Proceedings Prior to Any Action Requiring Adjustment

7.5 Action Requiring Adjustment

7.6 Certificate of Adjustment

7.7 Notice of Special Matters

7.8 Protection of Subscription Receipt Agent

ARTICLE 8 ENFORCEMENT

8.1 Suits by Subscription Receiptholders

8.2 Limitation of Liability

ARTICLE 9 MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS

9.1 Right to Convene Meetings

9.2 Notice

9.3 Chairman

9.4

Quorum

9.5 Power to Adjourn

9.6 Show of Hands

9.7 Poll

BuildDirect.com Technologies Inc. Capital/Financing Update 2021