CareRx Corporation

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issuance of Subscription Receipts

AMONG

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EIGHT CAPITAL

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CORMARK SECURITIES INC.

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YORKVILLE ASSET MANAGEMENT INC.

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TSX TRUST COMPANY

Dated as of May 19, 2021

ARTICLE I INTERPRETATION

	ARTICLE I INTERPRETATION
1.1	Definitions ....................................................................................................................................... 3
1.2	Gender and Number ......................................................................................................................... 9
1.3	Interpretation not Affected by Headings, etc. .................................................................................. 9
1.4	Day not a Business Day ................................................................................................................... 9
1.5	Time of the Essence ....................................................................................................................... 10
1.6	Currency ......................................................................................................................................... 10
1.7	Severability .................................................................................................................................... 10
1.8	Conflicts ......................................................................................................................................... 10
1.9	Meaning of “outstanding” for Certain Purposes ............................................................................ 10
1.10	Applicable Law .............................................................................................................................. 10
	ARTICLE II
	ISSUE OF SUBSCRIPTION RECEIPTS
2.1	Issue of Subscription Receipts ....................................................................................................... 11
2.2	Description of the Subscription Receipts ....................................................................................... 11
2.3	Form of Subscription Receipt Certificates ..................................................................................... 12
2.4	Signing of Subscription Receipt Certificates ................................................................................. 12
2.5	Authentication by the Subscription Receipt Agent ........................................................................ 12
2.6	Subscription Receiptholder not a Shareholder ............................................................................... 13
2.7	Subscription Receipts to Rank_Pari Passu_.................................................................................... 13
2.8	Issue in Substitution for Subscription Receipt Certificates Lost, etc. ............................................ 13
2.9	Exchange of Subscription Receipts ............................................................................................... 14
2.10	Register of Subscription Receipts .................................................................................................. 14
2.11	Transfer and Ownership of Subscription Receipts ........................................................................ 15
2.12	Charges for Exchange or Transfer ................................................................................................. 17
2.13	Cancellation of Surrendered Subscription Receipts ....................................................................... 17
2.14	Canadian Legends .......................................................................................................................... 17
2.15	Issue of Uncertificated Subscription Receipts ............................................................................... 17
	ARTICLE III
	CONVERSION OF SUBSCRIPTION RECEIPTS
3.1	Notice of Satisfaction of Release Conditions ................................................................................ 20
3.2	Conversion of Subscription Receipts by the Subscription Receipt Agent upon receipt of Release
	Certificate ....................................................................................................................................... 20
3.3	Early Termination .......................................................................................................................... 21
3.4	Securities Restrictions .................................................................................................................... 21
3.5	Effect of Conversion ...................................................................................................................... 22
3.6	Partial Conversion of Subscription Receipts; Fractions................................................................. 22
3.7	Expiration of Subscription Receipts .............................................................................................. 22

ARTICLE IV

ADJUSTMENT OF NUMBER OF COMMON SHARES

4.1	Definitions .....................................................................................................................................	22
4.2	Adjustment .....................................................................................................................................	22

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4.3	Adjustment Rules ........................................................................................................................... 26
4.4	Postponement of Subscription ....................................................................................................... 27
4.5	Notice of Certain Events ................................................................................................................ 28
	ARTICLE V
	RIGHTS AND COVENANTS OF THE CORPORATION
5.1	Optional Purchases by the Corporation ......................................................................................... 28
5.2	General Covenants of the Corporation........................................................................................... 28
5.3	Subscription Receipt Agent’s Remuneration and Expenses .......................................................... 29
5.4	Performance of Covenants by Subscription Receipt Agent ........................................................... 30
5.5	Securities Qualification Requirements........................................................................................... 30
	ARTICLE VI
	ESCROWED FUNDS
6.1	Initial Escrowed Proceeds and Distribution Amounts ................................................................... 30
6.2	Placement of Escrowed Funds ....................................................................................................... 31
6.3	Release of Escrowed Funds Upon Receipt of Release Certificates ............................................... 32
6.4	Release of Escrowed Funds on Termination Event ....................................................................... 32
6.5	Direction ........................................................................................................................................ 33
6.6	Method of Disbursement and Delivery .......................................................................................... 33
6.7	Acknowledgments of Escrowed Funds .......................................................................................... 33
6.8	Miscellaneous ................................................................................................................................ 33

ARTICLE VII ENFORCEMENT

	ARTICLE VII ENFORCEMENT
7.1	Suits by the Subscription Receiptholders....................................................................................... 35
	ARTICLE VIII
	MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS
8.1	Right to Convene Meetings ........................................................................................................... 35
8.2	Notice ............................................................................................................................................. 35
8.3	Chair............................................................................................................................................... 36
8.4	Quorum .......................................................................................................................................... 36
8.5	Power to Adjourn ........................................................................................................................... 36
8.6	Show of Hands ............................................................................................................................... 36
8.7	Poll and Voting .............................................................................................................................. 37
8.8	Regulations .................................................................................................................................... 37
8.9	Corporation, Underwriters, Yorkville and Subscription Receipt Agent May be Represented ...... 37
8.10	Powers Exercisable by Extraordinary Resolution .......................................................................... 38
8.11	Meaning of Extraordinary Resolution............................................................................................ 39
8.12	Powers Cumulative ........................................................................................................................ 39
8.13	Minutes .......................................................................................................................................... 40
8.14	Instruments in Writing ................................................................................................................... 40
8.15	Binding Effect of Resolutions ........................................................................................................ 40
8.16	Evidence of Subscription Receiptholders ...................................................................................... 40
8.17	Holdings by Corporation Disregarded ........................................................................................... 41

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ARTICLE IX SUPPLEMENTAL AGREEMENTS

	ARTICLE IX SUPPLEMENTAL AGREEMENTS
9.1	Provision for Supplemental Agreements for Certain Purposes ...................................................... 41
9.2	Successor Corporations .................................................................................................................. 42
	ARTICLE X
	CONCERNING THE SUBSCRIPTION RECEIPT AGENT
10.1	Applicable Legislation ................................................................................................................... 42
10.2	Rights and Duties of Subscription Receipt Agent ......................................................................... 42
10.3	Indemnification .............................................................................................................................. 43
10.4	Evidence, Experts and Advisers .................................................................................................... 44
10.5	Actions by Subscription Receipt Agent to Protect Interest ............................................................ 45
10.6	Subscription Receipt Agent Not Required to Give Security .......................................................... 45
10.7	Protection of Subscription Receipt Agent ...................................................................................... 45
10.8	Replacement of Subscription Receipt Agent; Successor by Merger ............................................. 47
10.9	Conflict of Interest ......................................................................................................................... 48
10.10	Acceptance of Duties and Obligations ........................................................................................... 48
10.11	Subscription Receipt Agent Not to be Appointed Receiver........................................................... 48
10.12	Documents, Moneys, etc. Held by Subscription Receipt Agent .................................................... 48
10.13	Not Bound to Act ........................................................................................................................... 49

ARTICLE XI

GENERAL

	ARTICLE XI GENERAL
11.1	Notice to the Corporation and the Subscription Receipt Agent, the Co-Lead Underwriters and
	Yorkville ........................................................................................................................................ 49
11.2	Notice to the Subscription Receiptholders ..................................................................................... 52
11.3	Ownership of Subscription Receipts .............................................................................................. 52
11.4	Privacy Matters .............................................................................................................................. 52
11.5	Counterparts ................................................................................................................................... 53
11.6	Satisfaction and Discharge of Agreement ...................................................................................... 53
11.7	Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and
	Subscription Receiptholders .......................................................................................................... 53
11.8	Subscription Receipts Owned by the Corporation or its Subsidiaries and Affiliates - Certificate
	to be Provided ................................................................................................................................ 54
11.9	Force Majeure ................................................................................................................................ 54
11.10	Third Party Interests ....................................................................................................................... 54
11.11	SEC Matters ................................................................................................................................... 54

ADDENDA

SCHEDULE “A” FORM OF SUBSCRIPTION RECEIPT CERTIFICATE SCHEDULE “B”

FORM OF RELEASE CERTIFICATE FOR BROKERED

SUBSCRIPTION RECEIPT OFFERING FORM OF RELEASE CERTIFICATE FOR NON-BROKERED SUBSCRIPTION RECEIPT OFFERING SCHEDULE “C” FORM OF TERMINATION NOTICE

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THIS SUBSCRIPTION RECEIPT AGREEMENT is dated as of May 19, 2021.

AMONG:

CARERX CORPORATION a corporation incorporated under the laws of Canada (hereinafter referred to as the “ Corporation ”)

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EIGHT CAPITAL (“ Eight ”, on its own behalf and on behalf of the Underwriters (as hereinafter defined) pursuant to the Underwriting Agreement (as hereinafter defined))

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CORMARK SECURITIES INC. (“ Cormark ”, and together with Eight, the “ Co-Lead Underwriters ”, on its own behalf and on behalf of the Underwriters pursuant to the Underwriting Agreement)

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YORKVILLE ASSET MANAGEMENT INC. , for an on behalf of certain managed funds (“ Yorkville ”)

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TSX TRUST COMPANY , a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (hereinafter referred to as the “ Subscription Receipt Agent ”)

WHEREAS in connection with the Subscription Receipt Offering (as hereinafter defined), the Corporation proposes to issue up to 12,524,880 Subscription Receipts (as hereinafter defined) at a price of $5.05 per Subscription Receipt, which, upon satisfaction or waiver of the Release Conditions (as hereinafter defined), will each be converted, without payment of any additional consideration or action on the part of the Receiptholders (as hereinafter defined) and subject to any adjustment as provided herein, into Underlying Shares (as hereinafter defined) in accordance with the Exchange Number (as hereinafter defined) and in the manner set forth herein;

AND WHEREAS on April 16, 2021 the Corporation entered into an asset purchase agreement (the “ Purchase Agreement ”) with Medical Pharmacies Group Limited and certain of its affiliates (collectively, “ MPGL ”), whereby the Corporation has agreed to purchase certain assets comprising the long-term care pharmacy business of MPGL on the terms provided for in the Purchase Agreement (the “ Transaction ”);

AND WHEREAS the Corporation has agreed that:

(a) in accordance with the terms herein, the Initial Escrowed Proceeds (as hereinafter defined) are to be delivered to and held by the Subscription Receipt Agent as escrow
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agent hereunder, for and on behalf of the Corporation, the Underwriters, Yorkville and the Receiptholders, unless otherwise directed;

(b) if the Release Conditions are satisfied or waived at or before the Release Deadline (as hereinafter defined), the Subscription Receipt Agent will release the Escrowed Funds to the Corporation, the Co-Lead Underwriters and Yorkville in the manner set forth herein and as directed in the Release Certificates (as hereinafter defined), in each case substantially in the applicable form appended hereto as Schedule "B"; and
(c) if a Termination Event (as hereinafter defined) occurs, the Subscription Receipts shall be cancelled and: (i) each Receiptholder under the Brokered Subscription Receipt Offering will be entitled to receive out of the Escrowed Funds (as hereinafter defined) an amount equal to their pro rata share of the Escrowed Funds in respect of the proceeds of the Brokered Subscription Receipt Offering; and (ii) each Receiptholder under the NonBrokered Subscription Receipt Offering will be entitled to receive out of the Escrowed Funds an amount equal to their pro rata share of the Escrowed Funds in respect of the proceeds of the Non-Brokered Subscription Receipt Offering, less applicable withholding tax, if any; provided that if the amount of the Escrowed Funds is not sufficient to satisfy the Subscription Price of each Subscription Receipt then the Corporation will be required to deposit an additional amount, sufficient to satisfy the shortfall, with the Subscription Receipt Agent prior to the time at which the payment is required.

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 and hold the Escrowed Funds, in accordance with the terms and conditions set out herein;

AND WHEREAS all acts and deeds necessary have been done and performed by the Corporation to make the Subscription Receipts, when Authenticated (as hereinafter defined) by the Subscription Receipt Agent and issued as provided in this Agreement (as hereinafter defined), legal, valid and binding obligations of the Corporation with the benefits of and subject to the terms of this Agreement;

AND WHEREAS the Subscription Receipt Agent has agreed to act as agent on behalf of the Receiptholders on the terms and conditions set forth in this Agreement;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Corporation and not by any other person, including the Subscription Receipt Agent, the Underwriters and Yorkville;

NOW THEREFORE , in consideration of the premises and the covenants of the parties it is hereby agreed and declared as follows:

ARTICLE I INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals and schedules hereto, and in all agreements supplemental hereto:

(a) “ Applicable Legislation ” means any statute of Canada or a province or territory thereof, and the regulations under any such named or other statute, relating to subscription receipt agreements or to the rights, duties and obligations of subscription receipt agents under subscription receipt agreements, to the extent that such provisions are at the time in force and applicable to this Agreement;
(b) “ Approved Bank ” means any bank listed in Schedule I of the Bank Act (Canada);
(c) “ Authenticated ” means (i) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Corporation and authenticated by signature of an authorized officer of the Subscription Receipt Agent, or (ii) 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 2.5(b) are entered in the register of holders of Subscription Receipts; “ Authenticate ” and “ Authentication ” have the appropriate correlative meanings;
(d) “ Beneficial Owner ” means a person that has a beneficial interest in a Subscription Receipt issued to the Depository that is an Uncertificated Subscription Receipt;
(e) “ Brokered Subscription Receipt Offering ” means the brokered private placement of up to 10,247,650 Subscription Receipts purchased by the Underwriters on a “bought deal” basis, closing on the date hereof;
(f) “ 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 the transaction of regular business in the City of Toronto, Province of Ontario;
(g) “ Canadian Offering Jurisdictions ” means all provinces and territories of Canada where Subscription Receipts are to be sold;
(h) “ Capital Reorganization ” has the meaning set forth in Section 4.2(d);
(i) “ CDS ” means CDS Clearing and Depository Services Inc.;
(j) “ Certificated Subscription Receipts ” means a Subscription Receipt evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;
(k) “ Closing Date ” means the date of closing of the Subscription Receipt Offering, being the date hereof;
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(l) “ Co-Lead Underwriters ” has the meaning set forth in the recitals;

Confidential and

intentionally redacted. Commercially sensitive information of the Co-Lead Underwriters

(m) “ Co-Lead Underwriters’ Corporate Finance Fee ” means the amount of being the cash fee payable by the Corporation in connection with the Brokered Subscription Receipt Offering, which is to be split evenly between and to be payable to the Co-Lead Underwriters on the Release Date;
(n) “ Common Shares ” means the common shares in the capital of the Corporation;
(o) “ Convertible Securities ” means securities of the Corporation that are convertible into or exchangeable for or otherwise carry the right to acquire Common Shares (other than the Subscription Receipts and the Underwriters' Warrants (as such term is defined in the Underwriting Agreement)), and “ Convertible Security ” means any one of them;
(p) “ Cormark ” has the meaning set forth in the recitals;
(q) “ Corporation ” has the meaning set forth in the recitals;
(r) “ Counsel ” means a barrister or solicitor or a firm of barristers and solicitors retained by the Subscription Receipt Agent and acceptable to the Corporation or retained by the Corporation and acceptable to the Subscription Receipt Agent;
(s) “ Court ” has the meaning set forth in Section 10.8(a);
(t) “ Current Market Price ” of the Common Shares at any date means the volume weighted average of the trading price per Common Share on the Toronto Stock Exchange for the ten (10) trading days immediately preceding such date or, if the Common Shares are not traded on the Toronto Stock Exchange, as determined by the directors of the Corporation acting reasonably, after consultation with a nationally or internationally recognized and independent banker or firm of chartered accountants;
(u) “ Depository ” means CDS, or its successor, or any other depository offering a book-based securities registration and transfer system similar to that administered by CDS which the Corporation, with the consent of the Subscription Receipt Agent, acting reasonably, may designate;
(v) “ director ” means a director of the Corporation for the time being and, unless otherwise specified herein, reference to action “by the directors” means action by the directors of the Corporation as a board or, whenever duly empowered, action by any committee of such board;
(w) “ DRS ” means the direct registration system of the Subscription Receipt Agent;
(x) “ Earnings ” means any income (including interest or gains) derived from investing the Initial Escrowed Proceeds (or the reinvestment of such income) from the date hereof to, but not including, the date on which the Escrowed Funds are released in accordance with this Agreement;
(y) “ Eight ” has the meaning set forth in the recitals;
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(z) “ Escrowed Funds ” means the aggregate of: (i) the Initial Escrowed Proceeds, and (ii) any Earnings derived directly or indirectly from time to time from holding and investing the Initial Escrowed Proceeds;
(aa) “ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended;
(bb) “ Exchange Number ” at any time means that number of Underlying Shares that Subscription Receiptholders are entitled to receive for each Subscription Receipt held upon conversion of the Subscription Receipts in accordance with the terms and conditions of this Agreement as such number may be adjusted pursuant to Article IV hereof, which, at the date of this Agreement, is deemed to be the number of Underlying Shares as determined by the date on which the Release Conditions are satisfied and set forth as follows:
(i) within 120 days following the Closing Date, 1 Underlying Share;
(ii) between 121 days and 130 days following the Closing Date, 1.025 Underlying Shares;
(iii) between 131 days and 140 days following the Closing Date, 1.05 Underlying Shares;
(iv) between 141 days and 150 days following the Closing Date, 1.075 Underlying Shares; and
(v) between 151 days following the Closing Date and the Release Deadline, 1.10 Underlying Shares;
(cc) “ Initial Escrowed Proceeds ” means the aggregate gross proceeds of the Subscription Receipt Offering, less the Underwriters’ Expenses, 50% of the Underwriters’ Cash Commission and 50% of the Yorkville Commitment Fee, which is to be deposited by the Corporation with the Subscription Receipt Agent to be held in escrow on the terms and subject to the conditions of this Agreement;
(dd) “ 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;
(ee) “ MPGL” has the meaning set forth in the recitals;
(ff) “ NCI System ” means the non-certificated inventory system administered by the Depository in accordance with its operating rules and procedures in force from time to time;
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(gg) “ Non-Brokered Subscription Receipt Offering ” means the non-brokered private placement of up to 2,277,230 Subscription Receipts purchased by Yorkville, closing on the date hereof;
(hh) “ Offered Shares ” has the meaning set forth in Section 4.2(b);
(ii) “ Participant ” means a person recognized by the Depository as a participant in the NCI System;
(jj) “ person ” means an individual, body corporate, partnership, trust, Subscription Receipt Agent, executor, administrator, legal representative or any unincorporated organization;
(kk) “ Purchase Agreement ” has the meaning set forth in the recitals;
(ll) “ Regulation S ” means Regulation S adopted by the SEC under the U.S. Securities Act;
(mm) “ Release Certificates ” means (i) a certificate executed by the Corporation and the CoLead Underwriters, for and on behalf of the Underwriters, and (ii) a certificate executed by the Corporation and Yorkville, in each case substantially in the applicable form attached as Schedule "B" hereto and addressed to the Subscription Receipt Agent confirming that the Release Conditions described therein have been satisfied or waived;
(nn) “ Release Conditions ” means the following, collectively:
(i) the completion or satisfaction of all conditions precedent (other than the release of the Escrowed Funds) to the Transaction, including all necessary shareholder approvals; and
(ii) the delivery of the Release Certificates to the Subscription Receipt Agent in accordance with the terms of this Agreement confirming that the condition set forth in (i) above has been met or waived;
(oo) “ Release Date ” means either (i) the date, which shall be prior to the Release Deadline, on which the Release Certificates are received by the Subscription Receipt Agent in accordance with the terms of this Agreement, provided that the Release Certificates are received by the Subscription Receipt Agent by 11:00 a.m. (Toronto time) on such date; or (ii) if the Release Certificates are received after 11:00 a.m. (Toronto time) on a Business Day prior to the Release Deadline, then the first Business Day following receipt of the Release Certificates by the Subscription Receipt Agent in accordance with the terms of this Agreement;
(pp) “ Release Deadline ” means 5:00 p.m. (Toronto time) on the date that is 165 days from the Closing Date, provided, however, that the date of the Release Deadline may be extended by up to 14 days upon the written instructions of the Co-Lead Underwriters to the other parties hereto;
(qq) “ Release Time ” means 11:00 a.m. (Toronto time) on the Release Date;
(rr) “ Rights Offering ” has the meaning set forth in Section 4.2(b);
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(ss) “ SEC ” means the United States Securities and Exchange Commission;
(tt) “ Securities Commissions ” means the securities regulatory authorities in each of the Canadian Offering Jurisdictions;
(uu) “ Securities Laws ” means, as applicable, the securities laws, regulations, rules, rulings, published fees schedules, prescribed forms, policy statements, notices, blanket rulings, orders and other regulatory instruments in the Canadian Offering Jurisdictions and any other jurisdiction in which the Subscription Receipts are to be sold, together with applicable other regulatory instruments of the securities regulatory authorities in such jurisdictions;
(vv) “ Share Reorganization ” has the meaning set forth in Section 4.2(a);
(ww) “ show of hands ” means, in connection with a meeting, a show of hands by persons present and entitled to vote at the meeting, the functional equivalent of a show of hands by telephonic, electronic or other means of communication and any combination of such methods;
(xx) “ Special Distribution ” has the meaning set forth in Section 4.2(c);
(yy) “ Subscription Price ” means the price of $5.05 per Subscription Receipt;
(zz) “ Subscription Receipt Agent ” means TSX Trust Company in its capacity as subscription receipt agent hereunder and any lawful successors or permitted assigns thereto appointed hereunder from time to time;
(aaa) “ Subscription Receipt Agent’s Office ” means the principal office of the Subscription Receipt Agent in the city of Toronto, Ontario and/or such other place or places as may be designated in accordance with this Agreement;
(bbb) “ Subscription Receipt Certificate ” means a certificate representing one or more Subscription Receipts, substantially in the form of the certificate attached hereto as Schedule “A”;
(ccc) “ Subscription Receipt Offering ” means, collectively, the offering of Subscription Receipts by the Corporation pursuant to the Brokered Subscription Receipt Offering and Non-Brokered Subscription Receipt Offering;
(ddd) “ Subscription Receiptholder ” or “ Receiptholder ” (or “holder” without reference to Underlying Shares) means a person who is a registered owner of Subscription Receipts;
(eee) “ Subscription Receiptholders’ Request ” means an instrument signed in one or more counterparts by Subscription Receiptholders holding in the aggregate not less than 25% of the aggregate number of Subscription Receipts then unexercised and outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;
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(fff) “ Subscription Receipts ” means the subscription receipts of the Corporation created, issued and Authenticated hereunder as Certificated Subscription Receipts or Uncertificated Subscription Receipts, 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;
(ggg) “ Termination Date ” means the date on which a Termination Event occurs;
(hhh) “ Termination Event ” means the earliest to occur of any of the following events: (i) the Release Conditions have not been satisfied as at the Release Deadline, or (ii) prior to the Release Deadline, the Corporation has advised the Subscription Receipt Agent, the CoLead Underwriters (for and on behalf of the Underwriters) and Yorkville or announced to the public that it does not intend to complete the Transaction or the Purchase Agreement is terminated prior to the Release Deadline;
(iii) “ Termination Notice ” means the written notice to be provided to the Subscription Receipt Agent, the Co-Lead Underwriters (for and on behalf of the Underwriters), Yorkville and each Subscription Receiptholder by the Corporation substantially in the form attached as Schedule “C” hereto forthwith following a Termination Event pursuant to Section 6.4 hereof confirming that a Termination Event has occurred;
(jjj) “ this Subscription Receipt Agreement ”, “ this Agreement ”, “ herein ”, “ hereby ”, “ hereof ” and similar expressions mean and refer to this Agreement and any agreement, indenture, deed or instrument supplemental hereto; and the expressions “ Article ”, “ Section ”, “ subsection ” and “ paragraph ” followed by a number, letter or both mean and refer to the specified article, section, subsection or paragraph of this Agreement;
(kkk) “ Transaction ” has the meaning set forth in the recitals;
(lll) “ Uncertificated Subscription Receipt ” means any Subscription Receipt which is not a Certificated Subscription Receipt, including but not limited to any Subscription Receipt held through DRS or the NCI System;
(mmm) “ Underlying Shares ” means the Common Shares issuable upon conversion of the Subscription Receipts;
(nnn) Underwriters ” means collectively, Eight, Cormark, Desjardins Securities Inc., Stifel Nicolaus Canada Inc., Beacon Securities Limited, Canaccord Genuity Corp., iA Private Wealth Inc., Echelon Wealth Partners Inc. and Leede Jones Gable Inc.
(ooo) “ Underwriters’ Cash Commission ” means the amount of $2,587,531.62, being the cash fee payable by the Corporation equal to 5% of the aggregate gross proceeds of the Brokered Subscription Receipt Offering, 50% of which is to be payable to the Underwriters on the Closing Date and the remaining 50% of which is to be payable to the Underwriters on the Release Date;
(ppp) “ Underwriters’ Expenses ” means the amount of $138,362.90, being the estimated fees and expenses of the Underwriters, including fees and expenses of counsel to the
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Underwriters, incurred to the date of this Agreement in connection with the Brokered Subscription Receipt Offering;

(qqq) “ Underwriting Agreement ” means the underwriting agreement entered into on the date hereof among the Corporation and the Underwriters with respect to the Brokered Subscription Receipt Offering;
(rrr) “ U.S. Person ” means “U.S. person” as defined in Rule 902(k) of Regulation S;
(sss) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended;
(ttt) “ United States ” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;
(uuu) “ written order of the Corporation ”, “ written request of the Corporation ”, “ written consent of the Corporation ”, “ Officer’s Certificate ” and “ certificate of the Corporation ” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation by its Chair, Chief Executive Officer, Chief Financial Officer, President or a Vice-President, and may consist of one or more instruments so executed;
(vvv) “ Yorkville” has the meaning set forth in the recitals; and
(www) “ Yorkville Commitment Fee ” means the amount of being of the aggregate purchase price for the Subscription Receipts purchased pursuant to the NonBrokered Subscription Receipt Offering, 50% of which is to be payable to Yorkville on the Closing Date and the remaining 50% of which is to be payable to Yorkville on the Release Date.

Confidential and intentionally redacted. Commercially sensitive information of Yorkville.

1.2 Gender and Number

Unless herein otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.3 Interpretation not Affected by Headings, etc.

The division of this Agreement into Articles and Sections, 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.

1.4 Day not a Business Day

In the event that any day on or before which any action is required to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.

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1.5 Time of the Essence

Time shall be of the essence of this Agreement, the Subscription Receipts and the Subscription Receipt Certificates.

1.6 Currency

Except as otherwise stated, all dollar amounts herein are expressed in Canadian dollars.

1.7 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.

1.8 Conflicts

In the event of any conflict between the provisions of this Agreement and the Subscription Receipt Certificates, the provisions of this Agreement will govern to the extent of such conflict.

1.9 Meaning of “outstanding” for Certain Purposes

Every Subscription Receipt that is Authenticated and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until the earlier of the Release Deadline or the Termination Date, or until it shall be deemed to have been surrendered to the Subscription Receipt Agent upon the deemed conversion thereof pursuant to Article III, provided however that:

(a) where a Subscription Receipt Certificate has been issued in substitution for a Subscription Receipt Certificate which has been lost, stolen or destroyed, only the Subscription Receipt Certificate so issued in substitution shall be counted for the purpose of determining the number of Subscription Receipts outstanding; and
(b) for the purpose of any provision of this Agreement entitling the holder of outstanding Subscription Receipts to sign consents, requests or other instruments or take any other action under this Agreement, Subscription Receipts owned legally or equitably by the Corporation or any subsidiary of the Corporation thereof shall be disregarded, except that for the purpose of determining whether the Subscription Receipt Agent shall be protected in relying on any such consent, request or other instrument or other action, only the Subscription Receipts of which the Subscription Receipt Agent has notice that they are so owned shall be so disregarded.

1.10 Applicable Law

This Agreement, the Subscription Receipts and the Subscription Receipt Certificates shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

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ARTICLE II ISSUE OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

A maximum of 12,524,880 Subscription Receipts are hereby created and authorized to be issued on the terms and subject to the conditions herein provided, at the Subscription Price for each Subscription Receipt. Upon receipt of the written direction of the Corporation : (a) Uncertificated Subscription Receipts registered in the name of the Depository or a nominee thereof shall be Authenticated by the Subscription Receipt Agent and deposited with the Depository, (b) Uncertificated Subscription Receipts registered in a name other than the Depositary or a nominee thereof shall be Authenticated by the Subscription Receipt Agent and evidenced by a book position issued to the holder thereof; and/or (c) Subscription Receipt Certificates evidencing Subscription Receipts shall be executed by an authorized signatory of the Corporation and shall be Authenticated by or on behalf of the Subscription Receipt Agent and delivered by the Subscription Receipt Agent in accordance with such written direction of the Corporation.

2.2 Description of the Subscription Receipts

(a) In accordance with the terms of the Subscription Receipts and this Agreement, in the event that the Release Conditions are satisfied and the Release Certificates are delivered on or before the Release Deadline, each Subscription Receipt shall entitle the holder thereof to receive from the Corporation, without any further action or payment of additional consideration therefor, Underlying Shares in accordance with the Exchange Number for each Subscription Receipt then held.
(b) In the event that a Termination Event occurs, the Subscription Receipts will be cancelled and (i) each Receiptholder under the Brokered Subscription Receipt Offering will be entitled to receive out of the Escrowed Funds, an amount equal to their pro rata share of the Escrowed Funds in respect of the proceeds of the Brokered Subscription Receipt Offering; and (ii) each Receiptholder under the Non-Brokered Subscription Receipt Offering will be entitled to receive out of the Escrowed Funds, an amount equal to their pro rata share of the Escrowed Funds in respect of the proceeds of the Non-Brokered Subscription Receipt Offering (less applicable withholding tax, if any) as soon as practicable and, in any event, within three Business Days after the Termination Date; provided that if the amount of the Escrowed Funds are insufficient to satisfy the Subscription Price of each Subscription Receipt then the Corporation shall be liable for and will contribute such amounts as are necessary to satisfy any shortfall. In no case will the Subscription Receipt Agent, the Underwriters or Yorkville be liable to the Receiptholders in the event of such shortfall.
(c) In the event of conversion of a holder’s Subscription Receipts, the Subscription Receipt Agent will deliver the Underlying Shares in accordance with the Exchange Number to the Receiptholders.
(d) No fractional Subscription Receipts shall be issued or otherwise provided for hereunder.
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2.3 Form of Subscription Receipt Certificates

The Subscription Receipts may be issued in both certificated and uncertificated form. All Subscription Receipts issued in certificated form shall be evidenced by a Subscription Receipt Certificate (including all replacements issued in accordance with this Agreement) issued in registered form, substantially in the form set out in Schedule “A” hereto and shall be dated as of the Closing Date, shall bear such legends, 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. All Uncertificated Subscription Receipts issued other than to the Depository shall be evidenced by a book position issued to the holder thereof on the register of Subscription Receipts to be maintained by the Subscription Receipt Agent in accordance with Section 2.10. All Subscription Receipts issued to the Depository must be in uncertificated (represented by an Uncertificated Subscription Receipt) form.

2.4 Signing of Subscription Receipt Certificates

The Subscription Receipt Certificates, if any, issued by the Corporation shall be signed by any one of the authorized directors or officers of the Corporation. The signatures of any such director or officer may be mechanically reproduced in facsimile or by other electronic means and Subscription Receipt Certificates bearing such signatures shall be binding upon the Corporation as if they had been manually signed by such director or officer. Notwithstanding that any person whose manual, facsimile or electronic signature appears on any Subscription Receipt Certificate as a director or officer may no longer hold office at the date of such Subscription Receipt Certificate or at the date of Authentication or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.5, be valid and binding upon the Corporation and the holder thereof shall be entitled to the benefits of this Agreement or the Subscription Receipt Certificates in question.

2.5 Authentication by the Subscription Receipt Agent

(a) No Subscription Receipt Certificate, if issued, will be valid or entitle the holder to the benefits hereof until it has been Authenticated 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.
(b) 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 Subscription Receipt Agreement. The Authentication by the Subscription Receipt Agent of any Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation that such Uncertificated Subscription Receipts have been duly issued hereunder and that the holder is 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
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later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Corporation.

(c) 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 in accordance with the Exchange Number, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.
(d) No Subscription Receipt shall (i) be considered issued, valid, or obligatory; nor (ii) 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 or otherwise, 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 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.

2.6 Subscription Receiptholder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt, shall, in itself, confer or be construed as conferring upon a Subscription Receiptholder any right or interest whatsoever as a holder of Common Shares, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of shareholders or any other proceedings of the Corporation or the right to receive dividends and other distributions.

2.7 Subscription Receipts to Rank Pari Passu

All Subscription Receipts shall rank pari passu with all other Subscription Receipts whatever may be the actual date of issue of the Subscription Receipts.

2.8 Issue in Substitution for Subscription Receipt Certificates Lost, etc.

(a) If any Subscription Receipt Certificate issued pursuant to this Agreement becomes mutilated or is lost, destroyed or stolen, the Corporation shall issue and thereupon the Subscription Receipt Agent shall Authenticate 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 upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be substantially in the form of the certificate set out in Schedule “A” hereto and the Subscription Receipts evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipts issued or to be issued hereunder by the Corporation.
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(b) The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.8 shall bear the reasonable cost of the issue thereof and in case of loss, destruction or theft, shall, as a condition precedent to the issue thereof, 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 so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent, in their sole discretion acting reasonably, and, if so requested, such applicant shall also furnish an indemnity and a surety bond in amount and form satisfactory to the Corporation and the Subscription Receipt Agent, in their sole discretion acting reasonably, and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

2.9 Exchange of Subscription Receipts

(a) Any one or more Subscription Receipt Certificates representing any number of Subscription Receipts may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, acting reasonably, be exchanged for one or more other Subscription Receipt Certificates of different denominations, bearing the same legends, representing the same aggregate number of Subscription Receipts as represented by the Subscription Receipt Certificate or Subscription Receipt Certificates so exchanged. The Corporation shall issue and the Subscription Receipt Agent shall countersign all Subscription Receipt Certificates necessary to carry out exchanges as aforesaid.
(b) Subscription Receipt Certificates may be exchanged only at the Subscription Receipt Agent’s Office or at any other place that is designated by the Corporation with the approval of the Subscription Receipt Agent. Any Subscription Receipt Certificate tendered for exchange shall be surrendered to and cancelled by the Subscription Receipt Agent.

2.10 Register of Subscription Receipts

(a) The Corporation hereby appoints the Subscription Receipt Agent as registrar of the Subscription Receipts.
(b) The Subscription Receipt Agent shall maintain records and accounts concerning the Subscription Receipts, whether certificated or uncertificated, which shall contain the information called for below with respect to each Subscription Receipt, together with such other information as may be required by law or as the Subscription Receipt Agent may elect to record. All such information shall be kept in one set of accounts and records which the Subscription Receipt Agent shall designate (in such manner as shall permit it to be so identified as such by an unaffiliated party) as the register of the holders of Subscription Receipts. The information may be entered for each account in the register of Subscription Receipts at any time and shall include (without limitation):
(i) the name and address of the holder of the Subscription Receipts, the date of Authentication thereof and the number of Subscription Receipts held by the subject holder;
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(ii) whether such Subscription Receipt is a Certificated Subscription Receipt or an Uncertificated Subscription Receipt and, if a Certificated Subscription Receipt, the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Subscription Receipt, the unique number or code assigned thereto if any;
(iii) whether such Subscription Receipt has been cancelled; and
(iv) a register of transfers in which all transfers of Subscription Receipts and the date and other particulars of each transfer shall be entered.
(c) The register shall be available for inspection by the Corporation and/or the Subscription Receiptholders during the Subscription Receipt Agent’s regular business hours on a Business Day and upon payment to the Subscription Receipt Agent of its reasonable fees. Any Subscription Receiptholder exercising such right of inspection shall first provide an affidavit in form satisfactory to the Corporation and the Subscription Receipt Agent, acting reasonably, stating the name and address of the Subscription Receiptholder and agreeing not to use the information therein except in connection with an effort to call a meeting of Subscription Receiptholders or to influence the voting of Subscription Receiptholders at any meeting of Subscription Receiptholders.
(d) Once an Uncertificated Subscription Receipt has been Authenticated, the information set forth in the register with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to reflect exercise or proper instructions to the Subscription Receipt Agent from the holder as provided herein, except that the Subscription Receipt Agent may act unilaterally to make purely administrative changes internal to the Subscription Receipt Agent and changes to correct errors. Each person who becomes a holder of an Uncertificated Subscription Receipt, by his, her or its acquisition thereof shall be deemed to have irrevocably consented to the foregoing authority of the Subscription Receipt Agent to make such error corrections and agreed to pay the Subscription Receipt Agent, promptly upon written demand, the full amount of all loss and expense (including, without limitation, reasonable legal fees of the Subscription Receipt Agent plus interest at an appropriate then prevailing rate of interest), sustained by the Subscription Receipt Agent as a direct result of an error made by the holder if, but only if, and only to the extent that such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such error is or should have been timely detected and corrected by the Subscription Receipt Agent) provided that no person who is a bona fide purchaser shall have any such obligation to the Subscription Receipt Agent.

2.11 Transfer and Ownership of Subscription Receipts

(a) The Subscription Receipts may only be transferred on the register kept at the Subscription Receipt Agent’s Office by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent, upon (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent the Subscription Receipt Certificate(s)
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representing the Subscription Receipts to be transferred together with a duly executed form of transfer (substantially in the form attached to the Subscription Receipt Certificates); (ii) in the case of Uncertificated Subscription Receipts, in accordance with Internal Procedures prescribed by the Subscription Receipt Agent; and (iii) upon compliance with:

(i) the conditions herein;
(ii) such reasonable requirements as the Subscription Receipt Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities;

and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Certificated Subscription Receipt, a new Subscription Receipt Certificate, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request), representing the Subscription Receipts transferred and the transferee of a book entry Subscription Receipt shall be recorded through the relevant Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depositary are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

(b) The Subscription Receipts and the Underlying Shares issuable upon conversion thereof, have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will not be sold in the United States, or to or for the account or benefit of U.S. Persons.
(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 the legend set forth above.
(d) Subject to the provisions of this Agreement and applicable law, the Subscription Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipt, and the issuance of Underlying Shares by the Corporation upon the 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.
(e) Subject to 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.
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2.12 Charges for Exchange or Transfer

Except as otherwise herein provided, a reasonable charge may be levied by the Subscription Receipt Agent in respect of the exchange of any Subscription Receipt Certificate or the issue of a new Subscription Receipt Certificate(s) pursuant hereto and the Subscription Receipt Agent or the Corporation shall be reimbursed for any and all transfer, stamp or similar taxes or other governmental charges required to be paid shall be made by the holder requesting such transfer or exchange as a condition precedent to such transfer or exchange or issue. Subscription Receipt Certificates exchanged for Subscription Receipt Certificates that bear the legend set forth in Sections 2.14 hereof shall bear the same legend.

2.13 Cancellation of Surrendered Subscription Receipts

All Subscription Receipt Certificates surrendered pursuant to Sections 2.8, 2.9 or 5.1, if applicable, shall be returned to the Subscription Receipt Agent for cancellation, shall be cancelled by the Subscription Receipt Agent and, after the expiry of any period of retention prescribed by law, shall be destroyed by the Subscription Receipt Agent. Upon request by the Corporation, the Subscription Receipt Agent shall furnish to it a destruction certificate identifying the Subscription Receipt Certificates issued by it so destroyed, the number of Subscription Receipts evidenced thereby, the number of Underlying Shares to be delivered pursuant to such Subscription Receipts and the details of any Subscription Receipt Certificates issued in substitution or exchange for such Subscription Receipt Certificates destroyed.

2.14 Canadian Legends

Each Subscription Receipt originally issued, as well as all Subscription Receipts issued in exchange for or in substitution of the Subscription Receipts and any Underlying Shares, will have attached to it, whether through an ownership statement issued under DRS or other electronic book entry system (including NCI) or on Subscription Receipt Certificates or certificates for Underlying Shares that may be issued, as applicable, legends setting out the resale restrictions under applicable Securities Laws substantially in the following form:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ."

provided that if, at any time, in the opinion of counsel to the Corporation, such legend is no longer necessary or advisable under any Securities Laws, or the holder of any such legended certificate, at the holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation, acting reasonably, (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the applicable transfer agent in exchange for a certificate which does not bear such legend.

2.15 Issue of Uncertificated Subscription Receipts

(a) The Corporation may, at its sole option, specify, in a written order of the Corporation delivered to the Subscription Receipt Agent, that some or all of the Subscription Receipts are to be represented by one or more Uncertificated Subscription Receipts, and in such event the Subscription Receipt Agent shall Authenticate and deliver such Uncertificated Subscription Receipts that shall represent the number of outstanding Subscription Receipts to be represented by such Uncertificated Subscription Receipts.
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(b) With respect to Uncertificated Subscription Receipts issued to the Depository, the rights of Beneficial Owners shall be limited to those established by applicable law and agreements between the Depository and the Participants and between such Participants and Beneficial Owners and must be exercised through a Participant in accordance with the rules and procedures of the NCI System.
(c) With respect to Uncertificated Subscription Receipts issued to the Depository and subject to subsections 2.15(f) and (g), neither the Corporation nor the Subscription Receipt Agent shall be under any obligation to deliver to any Participant or Beneficial Owner, nor shall any Participant or Beneficial Owner have any right to require the delivery of, a certificate or other instrument evidencing any interest in Subscription Receipts represented by an Uncertificated Subscription Receipt.
(d) Subject to the provisions of this Section 2.15, any exchange of Uncertificated Subscription Receipts for Subscription Receipts which are Certificated Subscription Receipts may be made in whole or in part. All such Certificated Subscription Receipts issued in exchange for Uncertificated Subscription Receipts or any portion thereof shall be registered in such names as the Depository or registered holder for such Uncertificated Subscription Receipts shall direct and shall be entitled to the same benefits and subject to the same terms and conditions as the Subscription Receipts or portion thereof surrendered upon such exchange.
(e) With respect to Uncertificated Subscription Receipts issued to the Depository, if any of the following events occurs:
(i) the Depository or the Corporation has notified the Subscription Receipt Agent that (A) the Depository is unwilling or unable to continue as Depository or (B) the Depository ceases to be a clearing agency in good standing under applicable laws and, in either case, the Corporation is unable to locate a qualified successor Depository within 90 days of delivery of such notice;
(ii) the Corporation has determined, in its sole discretion, with the consent of the Subscription Receipt Agent, to terminate the NCI System in respect of such Uncertificated Subscription Receipt and has communicated such determination to the Subscription Receipt Agent in writing;
(iii) the Corporation or the Depository is required by applicable law to take the action contemplated in this Section 2.15(f);
(iv) the NCI System ceases to exist; or
(v) the Corporation so instructs the Subscription Receipt Agent in writing,

then one or more definitive fully registered Subscription Receipt Certificates shall be executed by the Corporation and Authenticated and delivered by the Subscription Receipt Agent to the Depository in exchange for the Uncertificated Subscription Receipt(s) held by the Depository.

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(f) With respect to Uncertificated Subscription Receipts issued to the Depository, fully registered Subscription Receipt Certificates issued and exchanged, pursuant to Section 2.15(e) shall be registered in such names and in such denominations as the Depository shall instruct the Subscription Receipt Agent, provided that the aggregate number of Subscription Receipts represented by such Subscription Receipt Certificates shall be equal to the aggregate number of Subscription Receipts represented by the Uncertificated Subscription Receipt(s) so exchanged. Upon exchange of an Uncertificated Subscription Receipt for one or more Subscription Receipt Certificates in definitive form, such Uncertificated Subscription Receipt shall be cancelled by the Subscription Receipt Agent.
(g) With respect to Uncertificated Subscription Receipts issued to the Depository and notwithstanding anything herein or in the terms of the Subscription Receipt Certificates to the contrary, neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for:
(i) the 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 Receipt represented by any Uncertificated Subscription Receipt (other than the applicable Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Participant relating to any such interest; or
(iii) advice or representations 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 Participant.
(h) For so long as Subscription Receipts are held through the Depository, if any notice or other communication is required to be given to Subscription Receiptholders, the Subscription Receipt Agent will give such notices and communications to the Depository.
(i) All references herein to actions by, notices given or payments made to Subscription Receiptholders shall, where the Subscription Receipts are Uncertificated Subscription Receipts issued to the Depository, refer to actions taken by, or notices given or payments made to, the Depository upon instruction from the Participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Subscription Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by beneficial owners acting through the Depository and the Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts.
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ARTICLE III CONVERSION OF SUBSCRIPTION RECEIPTS

3.1 Notice of Satisfaction of Release Conditions

Upon the parties hereto being satisfied that the Release Conditions have been satisfied (or waived in accordance with the terms of this Agreement), on or before the Release Deadline, the Corporation shall deliver to the Subscription Receipt Agent the Release Certificates within one Business Day of such Release Conditions being satisfied substantially in the form attached hereto as Schedule "B" by email or courier to the address of the Subscription Receipt Agent set out in Section 11.1 and, upon receipt of the Release Certificates by the Subscription Receipt Agent, the Subscription Receipt Agent will take the actions and comply with the requirements set forth in Section 6.3 and the Subscription Receipts shall be converted pursuant to subsection 3.2(a).

Prior to the Co-Lead Underwriters and Yorkville executing the applicable Release Certificate, the Corporation shall deliver to the Underwriters and Yorkville, a certificate addressed to the Underwriters and Yorkville and executed by the Chief Executive Officer and/or the Chief Financial Officer of the Corporation (or such other director(s) or officer(s) as may be acceptable to the Co-Lead Underwriters and Yorkville, acting reasonably) confirming that the Release Conditions have been satisfied (other than the delivery of the Release Certificates to the Subscription Receipt Agent).

3.2 Conversion of Subscription Receipts by the Subscription Receipt Agent upon receipt of Release Certificate

(a) In the event the Release Conditions are satisfied and the Release Certificates are delivered on or before the Release Deadline, all Subscription Receipts shall be automatically converted without any further action or payment of additional consideration by the Subscription Receiptholders into Underlying Shares in accordance with the Exchange Number which shall be issued to the Subscription Receiptholders for each Subscription Receipt held, notwithstanding that a certificate, DRS advice or NCI System customer confirmation therefor may not yet have been issued or entered, as the case may be. The Corporation shall cause the transfer agent to forthwith enter the Subscription Receiptholders on the register of shareholders as the holders of the Underlying Shares and the Underlying Shares so acquired shall be deemed to have been issued, and the person or persons to whom such Underlying Shares are to be issued shall be deemed to have become the holders of record of such Underlying Shares on such date as specified in the Release Certificates. The Underlying Shares will be issued in the same form as the Subscription Receipts were held at the time of conversion of the Subscription Receipts.
(b) Upon conversion of the Subscription Receipts and resulting issuance of the Underlying Shares, the Subscription Receipt Certificates will be cancelled and Uncertificated Subscription Receipts will be deemed to be cancelled, without further action on the part of the Subscription Receiptholders, the Subscription Receipt Agent, or the Corporation. In respect of the Uncertificated Subscription Receipts issued other than to the Depository, the Subscription Receipt Agent will issue the Underlying Shares in accordance with its Internal Procedures. In respect of the Certificated Subscription Receipts issued other than to the Depository, the Subscription Receipt Agent will issue certificates representing the Underlying Shares with the same registration as the Subscription Receipts or as
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Receiptholders may otherwise direct. The Corporation or its transfer agent may, in respect of the Subscription Receipts represented by Uncertificated Subscription Receipts issued to the Depository, direct the Depository to cause to be entered and issued, as the case may be, to the person or persons whose name or names such Underlying Shares have been issued pursuant to Section 3.2(a) hereof, a NCI System customer confirmation in respect of the Underlying Shares so issued, as acceptable to the Subscription Receipt Agent, acting reasonably.

(c) If, in the opinion of counsel to the Corporation, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from, any securities administrator, regulatory agency or governmental authority in Canada, the United States, or any other jurisdiction or any other step is required under any federal or provincial law of Canada, any federal or state law of the United States, or any applicable law of any other jurisdiction before the Underlying Shares issuable upon the automatic conversion of the Subscription Receipts may be issued or delivered to a Subscription Receiptholder, the Corporation covenants that it will use its best efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the circumstances provided, however, that in no event shall the Corporation be required to file a registration statement or a prospectus with the SEC or any State of the United States or in any other jurisdiction.

3.3 Early Termination

If a Termination Event occurs, the Subscription Receipts shall be cancelled and (i) each Receiptholder under the Brokered Subscription Receipt Offering will be entitled to receive out of the Escrowed Funds, an amount equal to their pro rata share of the Escrowed Funds in respect of the proceeds of the Brokered Subscription Receipt Offering; and (ii) each Receiptholder under the Non-Brokered Subscription Receipt Offering will be entitled to receive out of the Escrowed Funds, an amount equal to their pro rata share of the Escrowed Funds in respect the proceeds of the Non-Brokered Subscription Receipt Offering, less applicable withholding tax, if any; provided that if the Escrowed Funds are insufficient to return to each Receiptholder the aggregate Subscription Price for the Subscription Receipts then held, the Corporation shall fund any shortfall.

3.4 Securities Restrictions

Notwithstanding anything herein contained, Underlying Shares will only be issued hereunder in compliance with the Securities Laws of any applicable jurisdiction. Without limiting the generality of the foregoing, the certificates representing the Underlying Shares 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 Underlying Shares are then 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, acting reasonably (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 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.

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3.5 Effect of Conversion

Upon the conversion of any Subscription Receipts in accordance with this Article III, the Underlying Shares will be deemed to be issued effective immediately at the Release Time and the person or persons to whom such Underlying Shares are to be issued will be the holder of record thereof, at the Release Time unless the transfer register for the Common Shares is closed on that date, in which case such Underlying Shares will be deemed to have been issued and such person or persons will become the holder of record thereof on the date on which such transfer registers are reopened, and such Underlying Shares will be issued thereafter on the basis of the number of Underlying Shares to which such person or persons were entitled at the Release Time.

3.6 Partial Conversion of Subscription Receipts; Fractions

Notwithstanding anything herein contained, the Corporation shall not be required, upon the deemed conversion of any Subscription Receipts, to issue fractions of Underlying Shares or to distribute certificates which evidence fractional Underlying Shares. Any fractional Underlying Shares to which a Subscription Receiptholder is entitled upon conversion or deemed conversion of Subscription Receipts shall be aggregated to form whole Underlying Shares, with any remaining fractional Underlying Share rounded down to a whole Underlying Share. No cash payments will be made in lieu of fractional Underlying Shares.

3.7 Expiration of Subscription Receipts

Subject to Section 3.3, all rights under any Subscription Receipt shall wholly cease and terminate and the Subscription Receipts shall be void and of no effect on the earlier of (a) the issuance of the Underlying Shares; and (b) 5:00 p.m. (Toronto time) on the Termination Date. ARTICLE IV ADJUSTMENT OF NUMBER OF COMMON SHARES

4.1 Definitions

In this Article IV, the terms “record date” and “effective date” where used herein shall mean 5:00 p.m. (Toronto time) on such date.

4.2 Adjustment

The Exchange Number (or the number and kind of shares or securities to be received upon exercise in the case of subsections 4.2(d) below) shall be subject to adjustment from time to time in the events and in the manner provided in Section 4.3 and as follows:

(a) Share Reorganization . If at any time after the issuance of the Subscription Receipts and before the Release Date, the Corporation:
(i) Subdivides, re-divides or changes its outstanding Common Shares into a greater number of Common Shares;
(ii) reduces, combines, consolidates or changes its outstanding Common Shares into a lesser number of Common Shares; or
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(iii) issues to all or substantially all the holders of the Common Shares, by way of a stock distribution, stock dividend or otherwise, Common Shares or Convertible Securities,

(any of these events being herein called a “ Share Reorganization ”)

the Exchange Number will be adjusted effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Share Reorganization to a number that is the product of (1) the Exchange Number and (2) a fraction:

(A) the numerator of which will be the number of Common Shares outstanding on the record date after giving effect to the Share Reorganization; and
(B) the denominator of which will be the number of Common Shares outstanding on the record date before giving effect to the Share Reorganization.

For the purposes of determining the number of Common Shares outstanding at any particular time for the purpose of this subsection 4.2(a), there shall be included that number of Common Shares which would have resulted from the conversion at that time of any such Convertible Securities issued to all or substantially all the holders of the Common Shares.

(b) Rights Offering . If at any time after the issuance of the Subscription Receipts and before 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 Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue thereof at a price, or at a conversion price, of less than 95% of the Current Market Price at the record date for such distribution (any such issuance being herein called a “ Rights Offering ” and Common Shares that may be acquired in exercise of the Rights Offering or upon conversion of the Convertible Securities offered by the Rights Offering being herein called the “ Offered Shares ”), the Exchange Number shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to an Exchange Number that is the product of (i) the Exchange Number in effect on the record date and (ii) a fraction:
(i) the numerator of which shall be the sum of (A) the number of Common Shares outstanding on the record date plus (B) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Shares into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and
(iii) the denominator of which shall be the sum of:
- (A) the number of Common Shares outstanding on the record date for the Rights Offering; and
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(B) the number arrived at when (1) either the product of (a) the number of Offered Shares so offered and (b) the price at which those Common Shares are offered, or the product of (c) the conversion price thereof and (d) the maximum number of Offered Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (2) the Current Market Price of the Common Shares on the record date.

Any Offered Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any computation; if all the rights, options or warrants are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Number shall be readjusted to the Exchange Number in effect immediately prior to the record date and the Exchange Number shall be further adjusted based upon the number of Offered Shares (or Convertible Securities into Offered Shares) actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date.

(c) Special Distributions . If at any time after the issuance of the Subscription Receipts and before the Release Date, the Corporation shall issue or distribute to all or substantially all the holders of the Common Shares (i) shares of any class other than Common Shares, or (ii) rights, options or warrants (other than in respect of a Rights Offering), or (iii) evidences of indebtedness, or (iv) any other assets (excluding dividends) and that issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of those events being herein called a “ Special Distribution ”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to an Exchange Number that is the product of (A) the Exchange Number in effect on the record date and (B) a fraction:
(i) the numerator of which shall be the product of (A) the sum of the number of Common Shares outstanding on the record date plus the number of Common Shares which the Subscription Receiptholders would be entitled to receive upon conversion of all their outstanding Subscription Receipts if they were exercised on the record date and (B) the Current Market Price thereof on that date; and
(ii) the denominator of which shall be:
- (A) the product of (1) the sum of the number of Common Shares outstanding on the record date plus the number of Common Shares which the Subscription Receiptholders would be entitled to receive upon conversion of all their outstanding Subscription Receipts if they were exercised on the record date and (2) the Current Market Price thereof on that date;

less,

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(B) the aggregate fair market value, as determined by the directors, whose determination shall, absent manifest error, be conclusive, of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution.

Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets if not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Exchange Number shall be readjusted to the Exchange Number that would then be in effect based upon the shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or Convertible Securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.

(d) Capital Reorganization . If at any time after the issuance of the Subscription Receipts and before the Release Date there is a reclassification of the Common Shares or a reorganization of the Corporation not otherwise provided for in subsection 4.2(a) or a consolidation, merger, arrangement or amalgamation of the Corporation with or into another body corporate, trust, partnership or other entity including a transaction whereby all or substantially all of the Corporation’s undertaking and assets become the property of any other corporation (any such event being herein called a “ Capital Reorganization ”), any Receiptholder shall be entitled to receive and shall accept, upon the exercise of his or her right at any time after the effective date of the Capital Reorganization, in lieu of the number of Underlying Shares to which he or she was theretofore entitled upon conversion of the Subscription Receipt, the aggregate number of securities or property of the Corporation, or the continuing successor or purchasing person, as the case may be, under the Capital Reorganization that the holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, he, she, or it had been the holder of the number of Underlying Shares to which immediately before the transaction he, she, or it was entitled upon conversion of the Subscription Receipts. No Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken so that the holders of Subscription Receipts shall thereafter be entitled to receive the number of Underlying Shares or other securities or property of the Corporation or of the continuing, successor or purchasing person, as the case may be, under the Capital Reorganization, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section and in Section 4.3.

If determined appropriate by the Corporation, acting reasonably, appropriate adjustments will be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Article IV with respect to the rights and interests thereafter of the Receiptholders to the extent that the provisions set forth in this Article IV will thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any securities or property thereafter deliverable upon the exercise of any Subscription Receipt. Any such adjustments will be made by and set forth in terms and conditions supplemental hereto approved by the Corporation, acting reasonably, and, absent

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manifest error, will for all purposes be conclusively deemed to be the appropriate adjustment.

4.3 Adjustment Rules

The following rules and procedures shall be applicable to adjustments made pursuant to Section 4.2:

(a) The adjustments provided for in this Article IV are cumulative and, subject to Section 4.2, shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, changes, distributions and any other events that require adjustment of the Exchange Number or the number or kind of securities or property issuable hereunder.
(b) No adjustment in the Exchange Number shall be required unless the adjustment would result in a change of at least 0.01% in the Exchange Number, provided, however, that any adjustments that, except for the provisions of this subsection would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.
(c) No adjustment in the Exchange Number shall be made pursuant to this Article IV in respect of the issue of Common Shares pursuant to: (i) this Agreement; or (ii) the issuance of Common Shares pursuant to the exercise of options granted pursuant to the Corporation’s stock option plans or pursuant to the exercise of rights under currently outstanding warrants or convertible notes to acquire Common Shares or units of the Corporation, and any such issue shall be deemed not to be a Share Reorganization, a Rights Offering or a Special Distribution.
(d) No adjustment in the Exchange Number shall be made in respect of any events described in Article IV if the holders of the Subscription Receipts are entitled to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically converted immediately prior to the effective date or record date of the events.
(e) If a dispute shall at any time arise with respect to adjustments of the Exchange Number, the dispute shall be conclusively determined by the Corporation’s auditors or, if they are unable or unwilling to act, by such firm of independent chartered accountants as may be selected by the directors and any such determination shall, absent manifest error, be binding upon the Corporation, the Subscription Receipt Agent, the transfer agent and all Receiptholders.
(f) If the Corporation shall set a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter, legally abandon its plans to pay or deliver the dividend or distribution or subscription or purchase rights, then no adjustment in the Exchange Number shall be required by reason of the setting of the record date.
(g) In case the Corporation, after the date hereof and prior to the conversion of the Subscription Receipts, shall take any action affecting or relating to the Common Shares,
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other than any action described in this Article IV, which, in the reasonable opinion of the directors of the Corporation, would prejudicially affect the rights of the Receiptholders, the Exchange Number shall be adjusted in such manner, if any, and at such time as the directors of the Corporation may, in their sole discretion, reasonably determine to be equitable to the Receiptholders in such circumstances.

(h) As a condition precedent to the taking of any action which would require an adjustment in any of the rights under the Subscription Receipts, the Corporation will take any action which, in the opinion of counsel to the Corporation, may be necessary in order that the Corporation, or any successor to the Corporation or successor to the undertaking or assets of the Corporation will be obligated to and may validly and legally issue all the shares which the holders of the Subscription Receipts would be entitled to receive upon the conversion of such Subscription Receipts in accordance with the provisions hereof.
(i) The Corporation shall, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in this Article IV, 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 may be supported by a certificate of the Corporation’s auditors verifying such calculation if requested by the Subscription Receipt Agent at their discretion, acting reasonably. The Subscription Receipt Agent shall rely, and shall be protected in so doing, upon the certificate of the Corporation or the Corporation’s auditor and any other document filed by the Corporation pursuant to this Article IV for all purposes.
(j) The Subscription Receipt Agent shall be entitled to act and rely upon the certificate of the Corporation and any other documents filed by the Corporation pursuant to this Article IV and shall not at any time be under any duty or responsibility to any Receiptholder to determine whether any facts exist which may require any adjustment contemplated by this Article IV, or with respect to the nature or extent of any such adjustment when made or the method employed in making such adjustment.

4.4 Postponement of Subscription

In any case where the application of Article IV results in an increase of the Exchange Number taking effect immediately after the record date for or occurrence of a specific event, if the Release Date occurs after that record date or occurrence and prior to completion of the event or of the period for which a calculation is required to be made, the Corporation may postpone the issuance to the holder of the Subscription Receipts of the Underlying Shares to which the holder is entitled by reason of the increase of the Exchange Number but the Underlying Shares shall be so issued and delivered to that holder upon completion of that event or period, with the number of those Underlying Shares calculated on the basis of the Exchange Number any time after the issuance of the Subscription Receipts and before the Release Date adjusted for completion of that event or period, and the Corporation shall forthwith any time after the issuance of the Subscription Receipts and before the Release Date deliver to the person or persons in whose name or names the Underlying Shares are to be issued an appropriate instrument evidencing the person’s or persons’ right to receive the Underlying Shares.

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4.5 Notice of Certain Events

(a) Promptly upon the occurrence of the earlier of the effective date of or the record date for any event referred to in Section 4.2 or Section 4.3 that requires an adjustment of the rights attaching to the Subscription Receipts, the Corporation shall:
(i) file with the Subscription Receipt Agent, with copy to the Co-Lead Underwriters and Yorkville, a certificate of the Corporation specifying the particulars of the event and, if determinable, the adjustment and computation of the adjustment and the Subscription Receipt Agent may act and rely absolutely on the certificate of the Corporation; and
(ii) give notice to the Subscription Receiptholders of the particulars of the event and, if determinable, the adjustment.
(b) If notice has been given under subsection 4.5(a) and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable:
(i) file with the Subscription Receipt Agent, with copy to the Co-Lead Underwriters and Yorkville, a computation of the adjustment; and
(ii) give notice to the Subscription Receiptholders of the adjustment.

ARTICLE V RIGHTS AND COVENANTS OF THE CORPORATION

5.1 Optional Purchases by the Corporation

Subject to applicable securities legislation, the Corporation may from time to time purchase by private contract or otherwise any of the Subscription Receipts issued by it. Any Subscription Receipt Certificates representing the Subscription Receipts purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Subscription Receipt Agent and any Uncertificated Subscription Receipts will be deemed to be cancelled by the Subscription Receipt Agent and no Subscription Receipts shall be issued in replacement thereof.

5.2 General Covenants of the Corporation

So long as any Subscription Receipts remain outstanding the Corporation represents, warrants and covenants with the Subscription Receipt Agent, the Underwriters and Yorkville as follows:

(a) the Corporation is duly authorized to create and issue the Subscription Receipts and, when issued and Authenticated as herein provided, such Subscription Receipts shall be valid and enforceable against the Corporation in accordance with the terms herein;
(b) the Corporation will at all times reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Underlying Shares upon the conversion of the Subscription Receipts issued by it;
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(c) the Corporation will cause the Underlying Shares and any certificates representing the Underlying Shares issued pursuant to the deemed conversion of the Subscription Receipts issued by it to be duly issued and delivered in accordance with the Subscription Receipts and the terms hereof;
(d) all Underlying Shares which shall be issued upon deemed conversion of the Subscription Receipts (in accordance with the terms hereof and of the Subscription Receipts), shall be fully paid and non-assessable;
(a) it will 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.
(e) the Corporation will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 3.2 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 issued upon conversion of the Subscription Receipts;
(f) the Corporation will make all requisite filings, including filings with appropriate securities commissions and stock exchanges, if any, in connection with the conversion of the Subscription Receipts and the issuance of Underlying Shares;
(g) it will perform and carry out in all material respects all of the acts or things to be done by it as provided in this Agreement; and
(h) the Corporation will promptly advise the Subscription Receipt Agent, the Underwriters, Yorkville and the Subscription Receiptholders in writing of any default under the terms of this Agreement.

5.3 Subscription Receipt Agent’s Remuneration and Expenses

The Corporation covenants that it will pay (and shall be responsible for the payments thereof) to the Subscription Receipt Agent from time to time agreed 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 connection with the administration or execution of its duties hereunder (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, except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent’s gross negligence, wilful misconduct, bad faith or fraud. Any amount owing hereunder and remaining unpaid 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 termination of this Agreement and the removal or resignation of the Subscription Receipt Agent.

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5.4 Performance of Covenants by Subscription Receipt Agent

If the Corporation shall fail to perform any of its covenants contained in this Subscription Receipt Agreement, the Subscription Receipt Agent may notify the Subscription Receiptholder of such failure on the part of the Corporation or may itself perform any of the covenants capable of being performed by it but shall be under no obligation to perform said covenants or to notify the Subscription Receiptholder of such performance or non-performance by it. All reasonable sums expended or advanced by the Subscription Receipt Agent in so doing shall be repayable as provided in Section 5.3. No such performance, expenditure or advance by the Subscription Receipt Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants herein contained.

5.5 Securities Qualification Requirements

The Corporation agrees to comply with all applicable Securities Laws on a timely basis in connection with the Subscription Receipt Offering and undertakes to file, or cause to be filed, within the periods stipulated under applicable Securities Laws, all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Subscription Receipts so that the distribution of the Subscription Receipts and the Underlying Shares may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document in Canada (but on terms that will permit the Subscription Receipts to be sold by such Subscription Receiptholders at any time in the Canadian Offering Jurisdictions, subject to applicable hold period under Canadian Securities Laws), All fees payable in connection with such filings shall be at the expense of the Corporation.

ARTICLE VI ESCROWED FUNDS

6.1 Initial Escrowed Proceeds and Distribution Amounts

(a) On the Closing Date, the Corporation shall: (i) provide or shall direct the Co-Lead Underwriters, on behalf of the Underwriters to provide, in aggregate, the portion of the Initial Escrowed Proceeds in respect of the Brokered Subscription Receipt Offering; and (ii) provide or shall direct Yorkville to provide, in aggregate, the portion of the Initial Escrowed Proceeds in respect of the Non-Brokered Subscription Receipt Offering, to the Subscription Receipt Agent by way of electronic wires, and the Subscription Receipt Agent shall provide written receipt for the funds.
(b) The Subscription Receipt Agent shall accept and hold the Escrowed Funds in escrow for and on behalf of the persons who have an interest therein pursuant hereto, shall disburse and deal with the Escrowed Funds in the manner contemplated by this Article VI and at all times shall keep the Escrowed Funds in a segregated account, all on the terms and subject to the conditions hereof.
(c) The Corporation acknowledges and agrees that it is a condition of the payment by the holder of Subscription Receipts of the Subscription Price therefor that the Escrowed Funds are held in escrow by the Subscription Receipt Agent in accordance with the provisions of this Article VI. The Corporation further acknowledges and confirms that it has no interest in any or all of the Escrowed Funds unless and until the Release Certificates are delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Funds for the benefit of Subscription Receiptholders and,
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upon the delivery of the Release Certificates to the Subscription Receipt Agent, retroactively for the benefit of the Corporation, the Underwriters and Yorkville in accordance with the provisions of this Article VI.

6.2 Placement 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 and designated in the name of the Corporation and shall be invested in short-term obligations of, or guaranteed by, the Government of Canada (or any other approved investments in accordance with this Section 6.2). Any Earnings on the Escrowed Fund in the accounts will be credited to, and will become part of, the Escrowed Funds deposited to the accounts (and in no instance shall bank charges and similar fees as well as losses, if any, on such investments be debited to the Escrowed Funds but shall be paid by the Corporation and deposited with the Subscription Receipt Agent).
(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 Initial Escrowed Proceeds 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 Corporation and 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 investment made pursuant to this Section 6.2, including any losses resulting from a default by an Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any investment liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in investing the Escrowed Proceeds, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such approved investment or Approved Banks.
(c) At any time and from time to time, the Corporation shall be entitled to direct the Subscription Receipt Agent by written notice (i) not to invest any new amounts specified in the notice and/or (ii) to withdraw all or any of the Escrowed Funds that may then be invested as specified in the notice and re-invest such amount in one more of such other approved investments or Approved Banks as specified in the notice. With respect to any withdrawal notice, the Subscription Receipt Agent will endeavour to withdraw such amount specified in the notice as soon as reasonably practical and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Corporation prior to and after such withdrawal.
(d) For tax reporting purposes, all interest or other taxable income earned from the investment of the Escrow 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 the Corporation agree to provide the Subscription Receipt Agent with
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their certified tax identification numbers and other forms, documents and information that the Subscription Receipt Agent may reasonably request in order to fulfill any tax reporting function.

6.3 Release of Escrowed Funds Upon Receipt of Release Certificates

The Escrowed Funds shall be released from escrow on the Release Date and paid by the Subscription Receipt Agent as soon as practicable but no later than three Business Days from date of receipt of the Release Certificates as follows: (a) an aggregate amount equal to 50% of the Underwriters’ Cash Commission, the Co-Lead Underwriters’ Corporate Finance Fee, and any reasonable expenses incurred by the Underwriters in connection with the Brokered Subscription Receipt Offering and not already paid by the Corporation, shall be paid to the Co-Lead Underwriters or as otherwise directed by the Co-Lead Underwriters, on behalf of the Underwriters; (b) an amount equal to 50% of the Yorkville Commitment Fee shall be paid to Yorkville or as otherwise directed by Yorkville; and (c) the balance of the Escrowed Funds, less any amounts payable to the Subscription Receipt Agent equal to its fees for services rendered and disbursements incurred in accordance with Section 5.3, shall be paid to the Corporation or as otherwise directed by the Corporation, in each case in the applicable Release Certificate, as soon as reasonably practicable after receiving the Release Certificates.

6.4 Release of Escrowed Funds on Termination Event

In the event that a Termination Event occurs, the Corporation shall forthwith deliver a Termination Notice to each of the Subscription Receiptholders, the Subscription Receipt Agent, the CoLead Underwriters (for on behalf of the Underwriters) and Yorkville, stating the Termination Date and that a Termination Event has occurred. Upon delivery of a Termination Notice, the Subscription Receipt Agent shall return to (i) each Subscription Receiptholder under the Brokered Subscription Receipt Offering, an amount equal to their pro rata share of the Escrowed Funds in respect of the proceeds of the Brokered Subscription Receipt Offering; and (ii) each Receiptholder under the Non-Brokered Subscription Receipt Offering, an amount equal to their pro rata share of the Escrowed Funds in respect the proceeds of the Non-Brokered Subscription Receipt Offering (less applicable withholding taxes, if any) as soon as practicable and in any event, within three Business Days after the Termination Date. In the event that the Escrowed Funds are not sufficient to fund the total Subscription Price paid by all Subscription Receiptholders, at least two Business Days prior to the Business Day on which the Subscription Receipt Agent is to pay each Subscription Receiptholder’s Escrowed Funds, the Corporation shall fund the Subscription Receipt Agent in a sufficient amount to pay any such shortfall and such funds will be paid by the Subscription Receipt Agent to the Subscription Receiptholders on a pro rata basis. For greater certainty, the Subscription Receipt Agent, the Underwriters and Yorkville shall not be responsible for any such shortfall. Payment shall be made in accordance with Section 6.6 hereof. The Subscription Receipt Agent shall make or cause to be made such payment by first class mail to the Subscription Receiptholders at their addresses last appearing on the register of the Subscription Receipts maintained by the Subscription Receipt Agent or, in the case of holders of Uncertificated Subscription Receipts, by wire transfer of immediately available funds or through applicable electronic procedures through the Depositary, as applicable. All Subscription Receipts in respect of which the Escrowed Funds have been paid to the Subscription Receiptholders shall be deemed to have been cancelled on the date of the Termination Event and the Subscription Receipt Agent shall record the deemed cancellation of such Subscription Receipt Certificates on the register of the Subscription Receipts. Upon request, the Subscription Receipt Agent shall furnish the Corporation with a certificate identifying the Subscription Receipts deemed to have been cancelled. All Subscription Receipts which have been deemed to have been cancelled pursuant to this Section 6.4 shall be without further force and effect whatsoever.

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6.5 Direction

In order to permit the Subscription Receipt Agent to carry out its obligations under this Article VI, the Corporation hereby specifically authorizes and directs the Subscription Receipt Agent to make any stipulated payment or to take any stipulated action in accordance with the provisions of this Agreement.

6.6 Method of Disbursement and Delivery

(a) All disbursements of money made in accordance with the provisions of Section 3.3 or this Article VI shall be made by the applicable electronic procedures through the Depository or certified cheque or wire transfer as may be directed by the Subscription Receiptholders, Co-Lead Underwriters in respect of the proceeds of the Brokered Subscription Receipt Offering, Yorkville in respect of the proceeds of the Non-Brokered Subscription Receipt Offering or the Corporation, as applicable, made payable to or to the order of the Subscription Receiptholders or the Corporation, as applicable, in the correct amount, less all amounts required to be withheld by the Corporation by law, including without limitation, under the Income Tax Act (Canada), if the disbursement is made to the Corporation.
(b) If the Subscription Receipt Agent delivers any payment as required under subsection 6.6(a), the Subscription Receipt Agent shall have no further obligation or liability for the amount represented thereby, unless any such payment is not received or paid on due presentation; provided that in the event of the non-receipt of such electronic deposit, wire transfer or cheque by the payee, or the loss or destruction of such cheque, the Subscription Receipt Agent, upon being furnished with reasonable evidence of such non-receipt, loss or destruction and funding and indemnity reasonably satisfactory to it, acting reasonably, shall initiate a new electronic deposit, wire transfer, if the funds have been returned, or issue to such payee a replacement cheque for the amount of such wire transfer or cheque.

6.7 Acknowledgments of Escrowed Funds

(a) The Subscription Receipt Agent shall deliver a signed receipt acknowledging receipt from the Co-Lead Underwriters the proceeds of the Brokered Subscription Receipt Offering, Yorkville the proceeds of the Non-Brokered Subscription Receipt Offering and the Corporation with respect to the Subscription Receipt Offering of wire transfer(s) in the aggregate amount of $61,588,515.05, being the amount of the Initial Escrowed Proceeds, as caused to be deposited by the Corporation.
(b) The Subscription Receipt Agent confirms that, once received, the Initial Escrowed Proceeds will be deposited in segregated accounts in the name of the Subscription Receipt Agent in trust for the Corporation and, pending the satisfaction of the Release Conditions, will be held in accordance with Section 6.1 and Section 6.2 hereof.

6.8 Miscellaneous

(a) The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies have been deposited with it. The duties and obligations of the
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Subscription Receipt Agent shall be determined solely by the provisions hereof and, accordingly, the Subscription Receipt Agent shall not be responsible except for the performance of such duties and obligations as it has undertaken herein. The Subscription Receipt Agent is acting hereunder as escrow agent at the request of the Corporation, the Underwriters and Yorkville and shall not be responsible as escrow agent except for its duties of receiving, holding and disbursing the Escrowed Funds pursuant to the terms and conditions of this Agreement. Any certificate of a party referred to herein, unless otherwise specified, shall, in the case of the Corporation, refer to a certificate signed in the name of the Corporation by any officer or director of the Corporation, and, in the case of any other party, refer to a certificate of an authorized officer of such party. In the event of any disagreement arising regarding the terms of this Agreement, the Subscription Receipt Agent shall be entitled, at its option, to refuse to comply with any or all demands whatsoever until the dispute is settled, either by agreement amongst the various parties or by a court of competent jurisdiction. The Subscription Receipt Agent shall not be responsible for any losses which may occur as a result of the investment of the Escrowed Funds where the Escrowed Funds have been invested in accordance with the terms of this Agreement.

(b) In addition to the other rights granted to the Receiptholders in this Agreement, until the release of the Escrowed Funds pursuant to the terms of this Agreement, the Receiptholders have a claim against the Escrowed Funds in the amount equal to the Subscription Price per Subscription Receipt held by such holder, which claim shall subsist until such time as the Underlying Shares issuable upon the deemed conversion of the Subscription Receipt are issued or such amount is paid in full. In the event that, prior to the release of the Escrowed Funds in accordance with the terms of this Agreement, the Corporation: (i) 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 a bankrupt or insolvent, or seeking liquidation, winding-up, 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 of the Corporation or the Corporation takes any corporate action to authorize any of the actions set forth above; or (ii) 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 of 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 upon the deemed 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 in escrow and against the Corporation for any shortfall in an amount equal to the Subscription Price for each Subscription Receipt held by such holder.
(c) In the event that the Subscription Receipt Agent shall hold any amount of any distributable amount which is unclaimed or which cannot be paid for any reason, the Subscription Receipt Agent shall be under no obligation to invest or reinvest the same but
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shall only be obligated to hold the same on behalf of the person or persons entitled thereto in a current or other non-interest bearing account pending payment to the person or persons entitled thereto.

(d) The Subscription Receipt Agent shall be entitled to act and rely absolutely on the Release Certificates or the Termination Notice, as the case may be, and shall be entitled to release the Escrowed Funds upon the receipt of the Release Certificates or the Termination Notice, as provided for in this Agreement.

ARTICLE VII ENFORCEMENT

7.1 Suits by the Subscription Receiptholders

Subject to Section 8.10, all or any of the rights conferred upon any Subscription Receiptholder by any of the terms of the Subscription Receipts or of this Agreement, or of both, may be enforced by the Subscription Receiptholder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions herein contained for the benefit of the Subscription Receiptholder. The Subscription Receipt Agent shall also have the power at any time and from time to time to institute and to maintain such suits and proceedings as it may reasonably be advised shall be necessary or advisable to preserve and protect its interests and the interests of Subscription Receiptholders.

ARTICLE VIII MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS

8.1 Right to Convene Meetings

The Subscription Receipt Agent may at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Subscription Receiptholders’ Request and upon being indemnified and provided with security funding to its reasonable satisfaction by the Corporation or by the Subscription Receiptholders signing such Subscription Receiptholders’ Request against the cost which may be incurred in connection with the calling and holding of such meeting, call and hold a meeting of the Subscription Receiptholders. In the event of the Subscription Receipt Agent failing to so call a meeting within seven days after receipt of such written request of the Corporation or such Subscription Receiptholders’ Request and indemnity and security given as aforesaid, the Corporation or such Subscription Receiptholders, as the case may be, may call and hold such meeting. Every such meeting shall be held in the City of Toronto or by means of equipment enabling all participants to communicate directly with one another or at such other place as may be approved or determined by the Subscription Receipt Agent.

8.2 Notice

At least ten Business Days’ prior notice of any meeting of Subscription Receiptholders shall be given to the Subscription Receiptholders in the manner provided for in Section 11.2 and a copy of such notice shall be sent by mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription Receipt Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information

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as is reasonably necessary to enable the Subscription Receiptholders to make a reasoned decision on the matter at hand, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article VIII. The notice convening any such meeting shall be signed by an appropriate officer of the Subscription Receipt Agent or the Corporation or by a representative of the Subscription Receiptholders, as the case may be.

8.3 Chair

An individual (who need not be a Subscription Receiptholder) designated in writing by the Subscription Receipt Agent shall be chair of the meeting and if no individual is so designated, or if the individual so designated is not present within 30 minutes from the time fixed for the holding of the meeting, the Subscription Receiptholders present in person or by proxy shall choose some individual present to be chair.

8.4 Quorum

Subject to the provisions of Section 8.11, at any meeting of the Subscription Receiptholders a quorum shall consist of Subscription Receiptholders present in person or by proxy holding at least 20% of the aggregate number of the then outstanding Subscription Receipts, provided that at least two persons entitled to vote thereat are personally present or represented by proxy. If a quorum of the Subscription Receiptholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by Subscription Receiptholders or on a Subscription Receiptholders’ Request, shall be dissolved; but, subject to Section 8.11, in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. At the adjourned meeting, the Subscription Receiptholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that they may not hold at least 20% of the then outstanding Subscription Receipts. No business shall be transacted at any meeting unless a quorum is present at the commencement of business.

8.5 Power to Adjourn

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

8.6 Show of Hands

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an extraordinary resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

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8.7 Poll and Voting

On every extraordinary resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chair or by one or more of the Subscription Receiptholders acting in person or by proxy and holding in the aggregate at least 5% of the aggregate number of the then outstanding Subscription Receipts, a poll shall be taken in such manner as the chair shall direct. Questions other than those required to be determined by extraordinary resolution shall be decided by a majority of the votes cast on the poll.

On a show of hands, every person who is present and entitled to vote, whether as a Subscription Receiptholder or as proxy for one or more absent Subscription Receiptholders, or both, shall have one vote. On a poll, each Subscription Receiptholder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Subscription Receipt then held or represented by it. A proxy need not be a Subscription Receiptholder. The chair of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription Receipts, if any, held or represented by him or her but shall not be entitled to a casting vote in the case of an equality of votes.

8.8 Regulations

The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make and from time to time vary such regulations as it shall think fit for:

(a) the setting of a record date for a meeting for the purpose of determining the Subscription Receiptholders entitled to receive notice of and to vote at the meeting;
(b) the form of the instrument appointing a proxy and the manner in which the form of proxy may be executed and deposited;
(c) governing the places at which and the times by which voting certificates or instruments appointing proxies must be deposited; and
(d) generally for the calling of meetings of Subscription Receiptholders and the conduct of business thereat.

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Subscription Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 8.9), shall be Subscription Receiptholders or their counsel, or proxies of Subscription Receiptholders.

8.9 Corporation, Underwriters, Yorkville and Subscription Receipt Agent May be Represented

The Corporation, the Underwriters, Yorkville and the Subscription Receipt Agent, by their respective directors and officers, as applicable, and counsel to the Corporation, the Underwriters, Yorkville and the Subscription Receipt Agent may attend any meeting of the Subscription Receiptholders, but, in the case of the Corporation and the Subscription Receipt Agent, shall not be entitled to vote thereat, whether in respect of any Subscription Receipts held by them or otherwise.

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8.10 Powers Exercisable by Extraordinary Resolution

In addition to all other powers conferred upon them by any other provision of this Agreement or by law, the Subscription Receiptholders at a meeting shall, subject to the provisions of Section 8.11, have the power, exercisable from time to time by extraordinary resolution:

(a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Subscription Receiptholders or, with the consent of the Subscription Receipt Agent, the Subscription Receipt Agent in its capacity as subscription receipt agent hereunder or on behalf of the Subscription Receiptholders, against the Corporation whether such rights arise under this Agreement or the Subscription Receipts or otherwise, which shall be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to execute any indenture supplemental hereto in connection therewith;
(b) to amend, alter or repeal any extraordinary resolution previously passed or sanctioned by the Subscription Receiptholders;
(c) subject to arrangements with respect to financing and indemnity satisfactory to the Subscription Receipt Agent, to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipts or to enforce any of the rights of the Subscription Receiptholders in any manner specified in such extraordinary resolution or to refrain from enforcing any such covenant or right;
(d) to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipts either unconditionally or upon any conditions specified in such extraordinary resolution;
(e) to restrain any Subscription Receiptholder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Agreement or the Subscription Receipts or to enforce any of the rights of the Subscription Receiptholders;
(f) to direct any Subscription Receiptholder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Subscription Receiptholder in connection therewith;
(g) to assent to any change in or omission from the provisions contained in the Subscription Receipts and this Agreement or any ancillary or supplemental instrument, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission;
(h) with the consent of the Corporation, not to be unreasonably withheld, to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent or subscription receipt agents to take the place of the subscription receipt agent so removed; and
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(i) 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.

8.11 Meaning of Extraordinary Resolution

(a) The expression “extraordinary resolution” when used in this Agreement means, subject as hereinafter provided in this Section 8.11 and in Section 8.14, a resolution proposed at a meeting of Subscription Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article at which there are present in person or by proxy Subscription Receiptholders holding not less than 20% of the then outstanding Subscription Receipts and passed by the affirmative votes of Subscription Receiptholders holding not less than 66[2] /3% of the aggregate number of the then outstanding Subscription Receipts represented at the meeting and voted on the poll upon such resolution.
(b) Notwithstanding Section 8.11(a), if, at the meeting at which an extraordinary resolution is to be considered, Subscription Receiptholders holding not less than 20% of the then outstanding Subscription Receipts are not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by Subscription Receiptholders or on a Subscription Receiptholders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 30 days later, and to such place and time as may be appointed by the chair. Not less than 10 Business Days’ prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 11.2. Such notice shall state that at the adjourned meeting the Subscription Receiptholders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting, was originally called or any other particulars. At the adjourned meeting the Subscription Receiptholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in subsection 8.11(a) shall be an extraordinary resolution within the meaning of this Agreement notwithstanding that Subscription Receiptholders holding not less than 20% of the aggregate number of the then outstanding Subscription Receipts are not present in person or by proxy at such adjourned meeting.
(c) Votes on an extraordinary resolution shall always be given on a poll and no demand for a poll on an extraordinary resolution shall be necessary.

8.12 Powers Cumulative

Any one or more of the powers or 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 powers from time to time shall not be deemed to exhaust the right of the Subscription Receiptholders to exercise such power or powers or combination of powers then or thereafter from time to time.

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8.13 Minutes

Minutes of all resolutions and proceedings at every meeting of Subscription Receiptholders shall be made and duly entered in books to be provided from time to time for that purpose by the Subscription Receipt Agent at the expense of the Corporation and any such minutes as aforesaid, if signed by the chair or the secretary of the meeting at which such resolutions were passed or proceedings had shall 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 shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

8.14 Instruments in Writing

All actions which may be taken and all powers that may be exercised by the Subscription Receiptholders at a meeting held as provided in this Article VIII may also be taken and exercised by Subscription Receiptholders holding at least two-thirds of the aggregate number of the then outstanding Subscription Receipts by an instrument in writing signed in one or more counterparts by such Subscription Receiptholders in person or by attorney duly appointed in writing, and the expression “extraordinary resolution” when used in this Agreement shall include an instrument so signed.

8.15 Binding Effect of Resolutions

Every resolution and every extraordinary resolution passed in accordance with the provisions of this Article VIII at a meeting of Subscription Receiptholders shall be binding upon all the Subscription Receiptholders, whether present at or absent from such meeting, and every instrument in writing signed by Subscription Receiptholders in accordance with Section 8.14 shall be binding upon all the Subscription Receiptholders, whether signatories thereto or not, and each and every Subscription Receiptholder and the Subscription Receipt Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

8.16 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 Receiptholders’ 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 VIII with regard to voting at meetings of Subscription Receiptholders) of the 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 to him 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, acting reasonably, 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. The Subscription Receipt Agent may, nevertheless, in its discretion, acting reasonably, require further proof in cases where it deems further proof desirable or may accept such other proof as it shall consider proper.

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8.17 Holdings by Corporation Disregarded

In determining whether Subscription Receiptholders holding the required number of Subscription Receipts are present at a meeting of Subscription Receiptholders for the purpose of determining a quorum or have concurred in any consent, waiver, extraordinary resolution, Subscription Receiptholders’ Request or other action under this Agreement, Subscription Receipts owned legally or beneficially by the Corporation or any subsidiary or affiliate of the Corporation shall be disregarded in accordance with the provisions of Section 11.8 and shall not be entitled to vote on any matter considered at such a meeting of Subscription Receiptholders.

ARTICLE IX SUPPLEMENTAL AGREEMENTS

9.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation (when authorized by action of the directors), the Co-Lead Underwriters (for and on behalf of the Underwriters), Yorkville and the Subscription Receipt Agent may, subject to the provisions hereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements, indentures 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 such issuance of additional Subscription Receipts and any consequential amendments are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying 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 and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable, provided that the same are not in the opinion of the Subscription Receipt Agent, based on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders;
(d) giving effect to any extraordinary resolution passed as provided in Article VIII;
(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, based on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders;
(f) adding to or altering 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 affect the substance thereof;
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(g) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, based on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Subscription Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion, based on the opinion of Counsel, 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, based on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders are in no way prejudiced thereby.

9.2 Successor Corporations

In the case of the consolidation, amalgamation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation (“ successor corporation ”), the successor corporation resulting from such consolidation, amalgamation, merger or transfer (if not the Corporation) shall expressly assume, by supplemental agreement satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Corporation and the successor corporation shall by supplemental agreement satisfactory in term to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, expressly assuming those obligations.

ARTICLE X CONCERNING THE SUBSCRIPTION RECEIPT AGENT

10.1 Applicable Legislation

(a) If and to the extent that any provision of this Agreement limits, qualifies or conflicts with a mandatory requirement of the Applicable Legislation, such mandatory requirement shall prevail.
(b) The Corporation and the Subscription Receipt Agent agree that 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 the Applicable Legislation.

10.2 Rights and Duties of Subscription Receipt Agent

(a) In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own gross negligence, wilful
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misconduct, bad faith or fraud. 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 to do so 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 herein. 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) The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Subscription Receiptholders hereunder shall be conditional upon the Subscription Receiptholders furnishing, when required by notice by the Subscription Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.
(c) 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 Receipts held by them, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts.
(d) Every provision of this Agreement that by its terms relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of the Applicable Legislation, of this Section 10.2 and of Sections 10.3 and 10.4.
(e) The Subscription Receipt Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of this Agreement, unless received by it in writing, and signed by the parties hereto and if its duties herein are affected, unless it shall have given its prior written consent thereto.

10.3 Indemnification

Without limiting any protection or indemnity of the Subscription Receipt Agent under any other provisions hereof, or otherwise at law, the Corporation hereby agrees to indemnify and hold harmless the Subscription Receipt Agent and its affiliates, successors and assigns and its agents, employees, directors and officers (the “ Indemnified Parties ”) and save them harmless from and against any and all liabilities,

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losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including reasonable legal or advisor fees and disbursements, of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the Subscription Receipt Agent in connection with the performance of its duties and obligations hereunder 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, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements arising by reason of the gross negligence, willful misconduct, bad faith or fraud of an Indemnified Party. Notwithstanding any other provision hereof, this provision shall survive the resignation or removal of the Subscription Receipt Agent, or the termination of the Agreement and the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. The Subscription Receipt Agent shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion of its Counsel, may involve it in expense or liability, unless the Corporation shall, so often as required, furnish the Subscription Receipt Agent with satisfactory indemnity and funding against such expense or liability.

10.4 Evidence, Experts and Advisers

(a) In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as may be prescribed by the Applicable Legislation or as the Subscription Receipt Agent may reasonably require by written notice to the Corporation.
(b) In the exercise of its rights and duties hereunder, the Subscription Receipt Agent may, if it is acting in good faith, act and rely as to the truth of any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statement or the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Subscription Receipt Agent pursuant to a provision herein or Applicable Legislation or pursuant to request of the Subscription Receipt Agent, provided that the Subscription Receipt Agent complies with the Applicable Legislation and that the Subscription Receipt Agent examines the same and determines that such evidence complies with the applicable requirements of this Agreement.
(c) Whenever it is provided in this Agreement that the Corporation shall deposit with the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Subscription Receipt Agent take the action to be based thereon.
(d) Whenever Applicable Legislation requires that evidence referred to in Section 10.4(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
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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.

(e) Proof of the execution of any document or instrument in writing, including a Subscription Receiptholders’ Request, by any 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 the officer 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. The Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, for the form or execution of such instruments, for the identity, authority or right of any person executing or depositing such instruments or for determining or compelling compliance therewith, and shall not otherwise be bound thereby.
(f) The Subscription Receipt Agent may employ or retain such Counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its rights and duties hereunder and may pay reasonable remuneration and disbursements for all services so performed by any of them and the reasonable costs of such services shall be added to and be part of the Subscription Receipt Agent’s fee payable hereunder, and the Subscription Receipt Agent shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Subscription Receipt Agent. 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 or other expert or advisor, whether retained or employed by the Company or by the Subscription Receipt Agent, in relation to any matter arising in the administration of the duties and obligations hereof.

10.5 Actions by Subscription Receipt Agent to Protect Interest

The Subscription Receipt Agent shall have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Subscription Receiptholders.

10.6 Subscription Receipt Agent Not Required to Give Security

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

10.7 Protection of Subscription Receipt Agent

By way of supplement to the provisions of any law for the time being relating to the performance of the duties of the Subscription Receipt Agent pursuant to this Agreement, it is expressly declared and agreed as follows:

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(a) the Subscription Receipt Agent shall not be liable for or by reason of or required to substantiate, any statements of fact, representation or recitals in this Agreement or in the Subscription Receipts (except the representations contained in Section 10.9 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates or in the Authentication by the Subscription Receipt Agent of the Uncertificated Subscription Receipts) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation (except the representations contained in Section 10.9 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates or in the Authentication by the Subscription Receipt Agent of the Uncertificated Subscription Receipts);
(b) nothing herein contained shall impose any obligation on the Subscription Receipt Agent 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;
(c) the Subscription Receipt Agent shall not be bound to give notice to any person or persons of the execution hereof;
(d) 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, bad faith or fraud;
(e) 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;
(f) the Subscription Receipt Agent shall incur no liability with respect to the delivery or nondelivery 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;
(g) 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;
(h) the Subscription Receipt Agent shall 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 with the Subscription Receipt Agent at the time of such disbursement; and
(i) the Subscription Receipt Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, statutory declaration or other paper or
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document furnished to it hereunder, not only as to its due execution and the validity and the effectiveness of its provisions but also as to the truth and acceptability of any information therein contained which it in good faith believes to be genuine and what it purports to be.

10.8 Replacement of Subscription Receipt Agent; Successor by Merger

(a) The Subscription Receipt Agent may resign and be discharged from all further duties and liabilities hereunder, subject to this Section 10.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. Subject to Section 8.10(h), the Subscription Receiptholders by extraordinary resolution shall have power at any time to remove the existing Subscription Receipt Agent and to appoint a new subscription receipt agent. In the event of the Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Subscription Receiptholders; failing such appointment by the Corporation, the retiring subscription receipt agent or any Subscription Receiptholder may apply to a justice of the Superior Court of Ontario (the “ Court ”) on such notice as such justice may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid by the Subscription Receiptholders. Any new subscription receipt agent appointed under any provision of this Section 10.8 shall be a corporation authorized to carry on the business of a trust company in the Canadian Offering Jurisdictions and, if required by the Applicable Legislation for any other provinces and territories, in such other provinces and territories. On any such appointment the new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder.
(b) Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Subscription Receiptholder thereof in the manner provided for in Section 11.2 hereof.
(c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a successor Subscription Receipt Agent under subsection 10.8(a). 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
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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.

(d) Any Subscription Receipts Authenticated but not delivered by a predecessor subscription receipt agent may be Authenticated by the successor subscription receipt agent in the name of the predecessor or successor subscription receipt agent.

10.9 Conflict of Interest

(a) The Subscription Receipt Agent represents to the Corporation, the Co-Lead Underwriters (for and on behalf of the Underwriters) and Yorkville that, at the time of execution and delivery hereof no material conflict of interest exists between its role as a subscription receipt agent hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within 90 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its trust hereunder to a successor subscription receipt agent approved by the Corporation and meeting the requirements set forth in subsection 10.8(a). Notwithstanding the foregoing provisions of this subsection 10.9(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipts shall not be affected in any manner whatsoever by reason thereof.
(b) Subject to subsection 10.9(a), the Subscription Receipt Agent and its affiliates, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any subsidiary of the Corporation without being liable to account for any profit made thereby.

10.10 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.

10.11 Subscription Receipt Agent Not to be Appointed Receiver

The Subscription Receipt Agent and any person related to the Subscription Receipt Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

10.12 Documents, Moneys, etc. Held by Subscription Receipt Agent

(a) Any securities, documents of title or other instruments that may at any time be held by the Subscription Receipt Agent hereunder may be placed in the deposit vaults of the
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Subscription Receipt Agent for safekeeping. Unless herein otherwise expressly provided, including for certainty the provisions of Article VI, any moneys held, pending the application or withdrawal thereof under any provisions of this Agreement, shall be deposited in one or more non-interest-bearing bank accounts, to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more Approved Banks. The Subscription Receipt Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Subscription Receipt Agent hereunder and the receipt, investment, re-investment and disbursement of the property hereunder and shall provide to the Corporation records and statements thereof periodically upon written request.

(b) If the Subscription Receipt Agent is required to withhold or deduct any amount in respect of taxes in accordance with this Agreement, the Subscription Receipt Agent will make such withholding or deduction and will remit the full amount withheld or deducted to the relevant governmental entity as and when required by applicable laws as directed by the Corporation.
(c) Subject to the Release Conditions being satisfied and the Release Certificates being delivered on or before the Release Deadline, the Earnings received by the Subscription Receipt Agent will belong to the Corporation. If a Termination Event occurs, the Earnings received by the Subscription Receipt Agent shall be applied to the Escrowed Funds and returned to the Receiptholders in their pro rata portion in respect of the Subscription Price paid for the Subscription Receipts in accordance with Section 2.2(b).

10.13 Not Bound to Act

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 Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, the Underwriters and Yorkville, provided (a) that the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and (b) that if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.

ARTICLE XI GENERAL

11.1 Notice to the Corporation and the Subscription Receipt Agent, the Co-Lead Underwriters and Yorkville

(a) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation, the Subscription Receipt Agent, the Co-Lead Underwriters (for and on behalf of the Underwriters) or Yorkville shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or emailed:
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If to the Corporation:

CareRx Corporation 20 Eglinton Avenue West Suite 2100 Toronto, ON M4R 1K8

Attention: David Murphy and Paul Rakowski Email: and

Confidential and intentionally redacted. Personal information.

With a copy to (which shall not constitute notice):

Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9 Attention: Dee Rajpal Email: [email protected]

If to the Co-Lead Underwriters:

Eight Capital 100 Adelaide Street West Suite 2900 Toronto, ON M5H 1S3

Attention: Stephen J.A. Delaney, Principal, Managing Director, Head of Investment Banking Email: Personal information.

Confidential and intentionally redacted. Personal information.

and to

Cormark Securities Inc. Royal Bank Plaza, North Tower 200 Bay Street, Suite 1800 Toronto, ON M5J 2J2

Attention: James Austen, Managing Director, Investment Banking Email:

Confidential and intentionally redacted. Personal information.

With a copy to (which shall not constitute notice):

Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 100 King Street West Toronto, ON M5X 1A4

Attention: Sander Grieve Email: [email protected]

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If to Yorkville:

Yorkville Asset Management Inc. 220 Bay Street Suite 802 Toronto, ON M5J 2WR

Attention: Jillian Wade Email:

Confidential and intentionally redacted. Personal information.

With a copy to (which shall not constitute notice):

McMillan LLP 181 Bay Street Suite 4400 Toronto, ON M5J 2T3

Attention: Jason Chertin Email: [email protected]

If to the Subscription Receipt Agent:

TSX Trust Company 301, 100 Adelaide St W Toronto ON M5H 4H1

Attention: Vice President, Corporate Trust Confidential and intentionally Email: redacted. Personal information.

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery if received before 5:00 p.m. Toronto Time, or if mailed, on the fifth Business Day following the date of the postmark on such notice.

(b) The Corporation, the Subscription Receipt Agent, the Co-Lead Underwriters or Yorkville, as the case may be, may from time to time notify the other in the manner provided in subsection 11.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation, the Subscription Receipt Agent, the Co-Lead Underwriters or Yorkville, as the case may be, for all purposes of this Agreement.
(c) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Subscription Receipt Agent, the Corporation, the Co-Lead Underwriters or Yorkville hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to which it is addressed or, if it is delivered to such party at the appropriate address provided in subsection 11.1(a), by telecopy or other means of prepaid, transmitted and recorded communication.
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11.2 Notice to the Subscription Receiptholders

(a) Unless otherwise expressly provided herein, any notice to the Subscription Receiptholders under the provisions of this Agreement shall be valid and effective if delivered or sent by ordinary post addressed to the holder at its post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, on the fifth Business Day following the date of the postmark on such notice.
(b) If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Subscription Receiptholders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Subscription Receiptholders or if delivered to the address for such Subscription Receiptholders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent, by email, cable, telegram, telex or other means of prepaid transmitted and recorded communication.

11.3 Ownership of Subscription Receipts

The Corporation and the Subscription Receipt Agent may deem and treat the registered owner of any Subscription Receipts as the absolute owner thereof for all purposes, and the Corporation and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Subscription Receiptholder shall be entitled to the rights evidenced by its Subscription Receipts free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder of the Subscription Receipts and all persons may act accordingly. The receipt of any such Subscription Receiptholder for the Underlying Shares which may be received pursuant to the deemed conversion of Subscription Receipts shall be a good discharge to the Corporation and the Subscription Receipt Agent for the same and none of the Corporation or the Subscription Receipt Agent shall be bound to inquire into the title of any such holder except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction.

11.4 Privacy Matters

The parties acknowledge that the Subscription Receipt Agent may, subject to applicable privacy laws, 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.

The Corporation 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 its acting as agent hereunder 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 or upon request, including revisions thereto. Some of this personal information may be transferred to servicers in the United States for data processing and/or storage. Further, the Corporation 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 the Corporation has assured itself that such individual understands and has consented to the aforementioned uses and disclosures.

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.

11.5 Counterparts

This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Each of the parties to this Agreement will be entitled to rely on delivery of a facsimile or electronic copy of this Agreement and acceptance by each party of any such facsimile or electronic copy will be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.

11.6 Satisfaction and Discharge of Agreement

Upon the date by which (a) all Subscription Receipts have been deemed converted, or all Subscription Receipts have expired and all Escrowed Funds have been distributed to the appropriate parties as set forth in this Agreement; or (b) all certificates or DRS advices representing Underlying Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Subscription Receipt Agent in accordance with such provisions (or the entering of NCI System customer confirmation(s) representing Underlying Shares) and all Escrowed Funds have been distributed to the appropriate parties as set forth in this Agreement, this Agreement shall cease to be of any force and effect and the Subscription Receipt Agent, on demand of the Corporation and at the cost and expense of the Corporation and upon 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, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Agreement.

11.7 Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and Subscription Receiptholders

Nothing in this Agreement or in the Subscription Receipts, expressed or implied, shall give or be construed to give to any person other than the parties hereto, the Underwriters, Yorkville and the

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Subscription Receiptholders, as the case may be, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the Underwriters, Yorkville and the Subscription Receiptholders and any permissible transferees.

11.8 Subscription Receipts Owned by the Corporation or its Subsidiaries and Affiliates - Certificate to be Provided

The Corporation shall provide to the Subscription Receipt Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:

(a) the names of the registered holders of Subscription Receipts which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation or any subsidiary or affiliate of the Corporation; and
(b) the number of Subscription Receipts owned legally or beneficially by the Corporation or any subsidiary or affiliate of the Corporation;

and the Subscription Receipt Agent shall be entitled to rely on such certificate without any additional evidence.

11.9 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) and any additional restrictions or regulations imposed as a result of the above events. 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.

11.10 Third Party Interests

Each party to this Subscription Agreement hereby, severally and not jointly, 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 Subscription Receipt Agreement, for or to the credit of such 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 party hereto agrees to complete and execute and deliver forthwith a declaration in the Subscription Receipt Agent’s prescribed form in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and regulations thereto, as to the particulars of such third party.

11.11 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 Corporation covenants that in the event that (a) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act, (b) the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act, or (c) any such registration or reporting

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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 time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain obligations of 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.

[ signature page follows ]

IN WITNESS WHEREOF the parties hereto have executed this Agreement under the hands of their proper officers in that behalf.

CARERX CORPORATION

By: (signed) " David Murphy " Authorized Signatory

EIGHT CAPITAL

(signed) " Stephen Dalaney " By: Authorized Signatory

CORMARK SECURITIES INC.

By: (signed) " James Austen " Authorized Signatory

YORKVILLE ASSET MANAGEMENT INC.

By: (signed) " Jillian Wade " Authorized Signatory

TSX TRUST COMPANY

By:[(][si][g][ned][)][ "] [Brett Hi][gg][s]["] Authorized Signatory

By: (signed) " Donald Crawford " Authorized Signatory

SCHEDULE “A” FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE .

SUBSCRIPTION RECEIPTS

CARERX CORPORATION

(Incorporated under the laws of Canada)

CERTIFICATE NO. ___ _______ SUBSCRIPTION RECEIPTS

CUSIP 14173C204

ISIN CA14173C2040

THIS IS TO CERTIFY THAT:

(the “ Holder ”) is the registered holder of the number of Subscription Receipts of CareRx Corporation (the “ Corporation ”) specified above and is thereby entitled, upon deemed conversion of each Subscription Receipt represented hereby and without payment of any additional consideration or further action, to acquire, in the manner and subject to the restrictions and adjustments set forth herein, pursuant to the Subscription Receipt Agreement (as defined herein) in the event that the Release Conditions are satisfied and the Release Certificate is delivered on or before the Release Deadline, one fully paid and non-assessable Underlying Share for each Subscription Receipt held, subject to adjustment as provided for in the Subscription Receipt Agreement; provided that in the event that a Termination Event occurs, the Subscription Receipts shall be cancelled and each Holder will be entitled to receive out of the Escrowed Funds an amount equal to their pro rata share of the Escrowed Funds, less applicable withholding tax, if any; provided that if the Escrowed Funds are insufficient to return to each Holder the aggregate Subscription Price for the Subscription Receipts then held, the Corporation shall fund any shortfall.

The Subscription Receipts represented by this Subscription Receipt Certificate are issued under and pursuant to a Subscription Receipt Agreement made as of May 19, 2021 (the “ Subscription Receipt Agreement ”) among the Corporation, Eight Capital, Cormark Securities Inc., Yorkville Asset Management Inc. and TSX Trust Company (the “ Subscription Receipt Agent ”). Reference is made to the Subscription Receipt Agreement and any instruments supplemental thereto for a full description of the rights of the Holders of the Subscription Receipts and the terms and conditions upon which the Subscription Receipts are, or are to be, issued and held, with the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental thereto were herein set forth. By acceptance hereof, the Holder assents to all provisions of the Subscription Receipt Agreement. In the event of any conflict between the provisions of this Subscription Receipt Certificate and the provisions of the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement will govern. Capitalized terms used in this certificate shall have the same meaning ascribed to such terms in the Subscription Receipt Agreement, unless otherwise defined herein.

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As provided in the Subscription Receipt Agreement, in the event the Release Conditions are satisfied or waived on or prior to the Release Deadline, the Escrowed Funds will be released to the Corporation, to the Underwriters and to Yorkville, in accordance with the terms of the Subscription Receipt Agreement, all Subscription Receipts shall be deemed to be converted and surrendered without any further action by the Subscription Receiptholder and Underlying Shares in accordance with the Exchange Number shall be issued to the Subscription Receiptholder for each Subscription Receipt held.

If a Termination Event occurs, the Corporation will provide a Termination Notice to the Subscription Receipt Agent, the Subscription Receiptholders, the Co-Lead Underwriters (for and on behalf of the Underwriters) and Yorkville. Upon delivery of such Termination Notice, the Subscription Receipts will automatically be cancelled and will have no further force and effect, and the Subscription Receipt Agent shall return to each Subscription Receiptholder such holder’s Escrowed Funds (less applicable withholding taxes, if any) on a pro rata basis as soon as practicable and in any event, within three Business Days after the Termination Date. In the event that the Escrowed Funds are not sufficient to fund the total Subscription Price paid by all Subscription Receiptholders, at least two Business Days prior to the Business Day on which the Subscription Receipt Agent is to pay each Subscription Receiptholder’s Escrowed Funds, the Corporation shall fund the Subscription Receipt Agent in a sufficient amount to pay any such shortfall and such funds will be paid by the Subscription Receipt Agent to the Subscription Receiptholders on a pro rata basis.

Upon the deemed conversion of the Subscription Receipts, (a) the Subscription Receipt Certificates will be deemed to have been surrendered and cancelled without further action on the part of the Subscription Receiptholder, the Subscription Receipt Agent or the Corporation; and (b) the Subscription Receipt Agent shall in respect of the Uncertificated Subscription Receipts, settle the Underlying Shares in accordance with Internal Procedures. In respect of any Uncertificated Subscription Receipts, the holder acknowledges and agrees that, unless required under Securities Laws, certificates for the Underlying Shares will not be issued.

The Subscription Receipts and the Underlying Shares and issuable upon deemed conversion of the Subscription Receipts have not and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or the securities laws of any states, are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will not be sold in the United States, or to or for the account or benefit of U.S. Persons.

The Subscription Receipt Agreement provides for certain adjustments to the number and kind of securities issuable upon the deemed conversion of the Subscription Receipts upon the occurrence of certain events, including but not limited to, any subdivision, consolidation or reclassification of the Common Shares, and in the event of a reorganization of the Corporation, including any amalgamation, merger or arrangement, and certain distributions of securities or assets of the Corporation, in each case subject to important exclusions as described in the Subscription Receipt Agreement. The Holder should refer to the Subscription Receipt Agreement which provides for the adjustments in these and certain other stated events.

The Holder of this Subscription Receipt Certificate may, at any time prior to the Release Deadline, upon surrender hereof to the Subscription Receipt Agent at its principal office in Toronto, Ontario exchange this Subscription Receipt Certificate for other Subscription Receipt Certificates, bearing the same legends, entitling the Holder to receive, in the aggregate, the same number of Underlying Shares as may be acquired under this Subscription Receipt Certificate.

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The Subscription Receipts may be transferred only in accordance with applicable securities laws and only by the transferor and transferee duly completing and executing the transfer forms attached hereto, and surrendering this Subscription Receipt Certificate to the Subscription Receipt Agent at its principal office in Toronto, Ontario.

The holding of the Subscription Receipts evidenced by this Subscription Receipt Certificate shall not constitute the Holder hereof a shareholder of the Corporation or entitle the Holder to any right or interest in respect thereof except as expressly provided in the Subscription Receipt Agreement.

The Subscription Receipt Agreement provides that all Holders of Subscription Receipts shall be bound by any resolution passed at a meeting of the Holders held in accordance with the provisions of the Subscription Receipt Agreement and resolutions signed by the Holders of a specified majority of the then outstanding Subscription Receipts.

This Subscription Receipt Certificate shall not be valid for any purpose whatsoever unless and until it has been certified by or on behalf of the Subscription Receipt Agent.

Time shall be of the essence hereof.

IN WITNESS WHEREOF the undersigned has caused this Subscription Receipt Certificate to be signed by its duly authorized officer as of ____, 202.

CARERX CORPORATION

By: Authorized Signatory

Certified by:

TSX TRUST COMPANY

By:

Authorized Signatory

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TRANSFER OF SUBSCRIPTION RECEIPTS

Any transfer of Subscription Receipts will require compliance with applicable securities legislation. Transferors and transferees are urged to contact legal counsel before effecting any such transfer. No transfers of Subscription Receipts will be permitted or registered that do not comply with Article II of the Subscription Receipt Agreement.

FOR VALUE RECEIVED, the undersigned: (a) hereby sells, assigns and transfers to __, (print name and address of transferee), __ Subscription Receipts of CareRx Corporation (the “ Corporation ”) registered in the name of the undersigned on the records maintained by TSX Trust Company represented by the Subscription Receipt Certificate attached and irrevocably appoints ___ the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution; and (b) confirms that the transfer is made in compliance with the Agreement, all applicable securities legislation and requirements of regulatory authorities.

DATED the __ day of __, 202.

Signature Guaranteed (Signature of Subscription Receiptholder)

(Print name of Subscription Receiptholder)

Instructions:

Signature of the Subscription Receiptholder must be the signature of the person appearing on the face of this Subscription Receipt Certificate.

If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Subscription Receipt Agent and the Corporation.

The signature of the Subscription Receiptholder on the Transfer Form must be guaranteed by an authorized officer of a chartered bank, trust company or medallion guaranteed by a member of a recognized medallion guarantee program.

Subscription Receipts shall only be transferable in accordance with the Agreement, applicable laws and the rules and policies of any applicable stock exchange.

TSX Trust Company 301, 100 Adelaide St W Toronto, ON M5H 4H1

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All

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securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

Canada :
A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.
o A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.
Outside North America : For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

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SCHEDULE “B”

FORM OF RELEASE CERTIFICATE FOR BROKERED SUBSCRIPTION RECEIPT OFFERING

TO: TSX Trust Company (the “Subscription Receipt Agent”), as Subscription Receipt Agent relating to the issue of subscription receipts (“Subscription Receipts”) of CareRx Corporation (the “Corporation”)

This Release Certificate is being provided pursuant to Sections 3.1 and 6.3 of the Subscription Receipt Agreement dated May 19, 2021 between the Corporation, Eight Capital, Cormark Securities Inc., Yorkville Asset Management Inc. and the Subscription Receipt Agent (the “ Agreement ”) and is being delivered to the Subscription Receipt Agent concurrently with the Release Certificate in respect of the Non-Brokered Subscription Receipt Offering.

Capitalized terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

The undersigned hereby confirm that the Release Conditions (other than delivery of this Release Certificate) have been satisfied or waived and hereby direct you to, in respect of the Escrowed Proceeds of the Brokered Subscription Receipt Offering:

retain the amount of $_____, representing the outstanding fees and expenses of the Subscription Receipt Agent.
pay the aggregate amount of $____, representing 50% the Underwriters’ Cash Commission, the remaining expenses of the Underwriters and the Co-Lead Underwriters’ Corporate Finance Fee to, or as directed by, the Co-Lead Underwriters, for and on behalf of the Underwriters in the following manner:

(payment instructions)

pay the aggregate amount of $____ representing the balance of the Escrowed Funds in respect of the Brokered Subscription Receipt Offering to, or as directed by, the Corporation in the following manner:

(payment instructions)

the Corporation hereby irrevocably directs and authorizes the Subscription Receipt Agent in its capacity as registrar and transfer agent of the Common Shares to issue and deliver on behalf of the Corporation ____ Underlying Shares to the persons to whom such Underlying Shares are to be issued under the Brokered Subscription Receipt Offering pursuant to the Subscription

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Receipt Agreement effective as at the Release Date, which is ___, 202, all as provided in Section 3.1 of the Subscription Receipt Agreement .

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

[Signature Page Follows]

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DATED at ____, this ___ day of ____, 20___.

CARERX CORPORATION

By: Authorized Signatory

EIGHT CAPITAL

By: Authorized Signatory

CORMARK SECURITIES INC.

By: Authorized Signatory

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FORM OF RELEASE CERTIFICATE FOR NON-BROKERED SUBSCRIPTION RECEIPT OFFERING

TO: TSX Trust Company (the “Subscription Receipt Agent”), as Subscription Receipt Agent relating to the issue of subscription receipts (“Subscription Receipts”) of CareRx Corporation (the “Corporation”)

Capitalized terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

pay the aggregate amount of $____, representing 50% the Yorkville Commitment Fee, to, or as directed by, Yorkville in the following manner:

(payment instructions)

pay the aggregate amount of $____ representing the balance of the Escrowed Funds in respect of the Non-Brokered Subscription Receipt Offering to, or as directed by, the Corporation in the following manner:

(payment instructions)

the Corporation hereby irrevocably directs and authorizes the Subscription Receipt Agent in its capacity as registrar and transfer agent of the Common Shares to issue and deliver on behalf of the Corporation _ Underlying Shares to to the persons to whom such Underlying Shares are to be issued under the Non-Brokered Subscription Receipt Offering pursuant to the Subscription Receipt Agreement effective as at the Release Date, which is ____, 202__, all as provided in Section 3.1 of the Subscription Receipt Agreement .

[Signature Page Follows]

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DATED at ____, this ___ day of ____, 20___.

CARERX CORPORATION

By: Authorized Signatory

YORKVILLE ASSET MANAGEMENT INC.

By: Authorized Signatory

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SCHEDULE “C” FORM OF TERMINATION NOTICE

TO: TSX Trust Company (the “ Subscription Receipt Agent

AND TO: Eight Capital AND TO: Cormark Securities Inc. AND TO: Yorkville Asset Management Inc. AND TO: Subscription Receiptholders

This Termination Notice is being provided pursuant to Sections 3.3 and 6.4 of the Subscription Receipt Agreement dated May 19, 2021 between the Corporation, Eight Capital, Cormark Securities Inc., Yorkville Asset Management Inc. and the Subscription Receipt Agent (the “ Agreement ”).

Capitalized terms which are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

Pursuant to the Agreement, the undersigned hereby confirms that a Termination Event has occurred as of __, 202, being the Termination Date, and hereby instructs the Subscription Receipt Agent to return the Escrowed Funds to the Subscription Receiptholders all in accordance with Section 6.4 of the Agreement.

The undersigned further confirms that the amount of $______ will be deposited with the Subscription Receipt Agent for delivery to the Subscription Receiptholders to make up the shortfall in the Escrowed Funds.

This Termination Notice is irrevocable and shall constitute your good and sufficient authority for taking the actions described herein.

DATED at ____, this ___ day of ____, 20___.

CARERX CORPORATION

By: Authorized Signatory

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AI assistant

CareRx Corporation — Capital/Financing Update 2021

45165_rns_2021-05-26_7d5c548e-b0bf-43f4-b581-dbb2895ce719.pdf

SUBSCRIPTION RECEIPT AGREEMENT

AMONG

CARERX CORPORATION

EIGHT CAPITAL

CORMARK SECURITIES INC.

TSX TRUST COMPANY

TABLE OF CONTENTS

ARTICLE I INTERPRETATION

ARTICLE IV

ADJUSTMENT OF NUMBER OF COMMON SHARES

ARTICLE VII ENFORCEMENT

ARTICLE IX SUPPLEMENTAL AGREEMENTS

ARTICLE XI

GENERAL

ADDENDA

ARTICLE I INTERPRETATION

1.1 Definitions

1.2 Gender and Number

1.3 Interpretation not Affected by Headings, etc.

1.4 Day not a Business Day

1.5 Time of the Essence

1.6 Currency

1.7 Severability

1.8 Conflicts

1.9 Meaning of “outstanding” for Certain Purposes

1.10 Applicable Law

ARTICLE II ISSUE OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

2.2 Description of the Subscription Receipts

2.3 Form of Subscription Receipt Certificates

2.4 Signing of Subscription Receipt Certificates

2.5 Authentication by the Subscription Receipt Agent

2.6 Subscription Receiptholder not a Shareholder

2.7 Subscription Receipts to Rank Pari Passu

2.8 Issue in Substitution for Subscription Receipt Certificates Lost, etc.

2.9 Exchange of Subscription Receipts

2.10 Register of Subscription Receipts

2.11 Transfer and Ownership of Subscription Receipts

2.12 Charges for Exchange or Transfer

2.13 Cancellation of Surrendered Subscription Receipts

2.14 Canadian Legends

2.15 Issue of Uncertificated Subscription Receipts

ARTICLE III CONVERSION OF SUBSCRIPTION RECEIPTS

3.1 Notice of Satisfaction of Release Conditions

3.2 Conversion of Subscription Receipts by the Subscription Receipt Agent upon receipt of Release Certificate

3.3 Early Termination

3.4 Securities Restrictions

3.5 Effect of Conversion

3.6 Partial Conversion of Subscription Receipts; Fractions

3.7 Expiration of Subscription Receipts

4.1 Definitions

4.2 Adjustment

4.3 Adjustment Rules

4.4 Postponement of Subscription

4.5 Notice of Certain Events

ARTICLE V RIGHTS AND COVENANTS OF THE CORPORATION

5.1 Optional Purchases by the Corporation

5.2 General Covenants of the Corporation

5.3 Subscription Receipt Agent’s Remuneration and Expenses

5.4 Performance of Covenants by Subscription Receipt Agent

5.5 Securities Qualification Requirements

ARTICLE VI ESCROWED FUNDS

6.1 Initial Escrowed Proceeds and Distribution Amounts

6.2 Placement of Escrowed Funds

6.3 Release of Escrowed Funds Upon Receipt of Release Certificates

6.4 Release of Escrowed Funds on Termination Event

6.5 Direction

6.6 Method of Disbursement and Delivery

6.7 Acknowledgments of Escrowed Funds

6.8 Miscellaneous

ARTICLE VII ENFORCEMENT

7.1 Suits by the Subscription Receiptholders

ARTICLE VIII MEETINGS OF SUBSCRIPTION RECEIPTHOLDERS

8.1 Right to Convene Meetings

8.2 Notice

8.3 Chair

8.4 Quorum

CareRx Corporation Capital/Financing Update 2021