TUGA Innovations, Inc.

and -

ODYSSEY TRUST COMPANY

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issuance of Subscription Receipts

Dated as of August 27, 2021

ARTICLE 1 INTERPRETATION ............................................................................................................................. 2	ARTICLE 1 INTERPRETATION ............................................................................................................................. 2
1.1	Definitions ........................................................................................................................ 2
1.2	Headings ........................................................................................................................... 7
1.3	References ........................................................................................................................ 7
1.4	Certain Rules of Interpretation ......................................................................................... 8
1.5	Day Not a Business Day................................................................................................... 8
1.6	Applicable Law ................................................................................................................ 8
1.7	Conflict ............................................................................................................................. 8
1.8	Currency ........................................................................................................................... 8
1.9	Severability....................................................................................................................... 8
1.10	Schedules .......................................................................................................................... 8
1.11	Meaning of "outstanding" for Certain Purposes .............................................................. 8
1.12	Calculations ...................................................................................................................... 9
ARTICLE 2 ISSUE OF SUBSCRIPTION RECEIPTS ........................................................................................... 9
2.1	Issue of Subscription Receipts ......................................................................................... 9
2.2	Payment Acknowledgement ........................................................................................... 11
2.3	Terms of Subscription Receipts ..................................................................................... 11
2.4	Fractional Subscription Receipts .................................................................................... 12
2.5	Register for Subscription Receipts ................................................................................. 12
2.6	Registers Open for Inspection ........................................................................................ 12
2.7	Receiptholder not a Shareholder .................................................................................... 12
2.8	Subscription Receipts to Rank Pari Passu ...................................................................... 12
2.9	Signing of Subscription Receipt Certificates ................................................................. 12
2.10	Certification by the Subscription Receipt Agent............................................................ 13
2.11	Issue in Substitution for Subscription Receipt Certificates Lost, etc. ............................ 13
2.12	Exchange of Subscription Receipt Certificates .............................................................. 14
2.13	Registration of Subscription Receipts ............................................................................ 14
2.14	Funds to be Placed in Escrow ........................................................................................ 15
2.15	Subscription Receipts and Trading ................................................................................ 15
2.16	Cancellation of Surrendered Subscription Receipt Certificates ..................................... 15
ARTICLE 3 ESCROW RELEASE OR TERMINATION .................................................................................... 16
3.1	Notice of Escrow Release Conditions ............................................................................ 16
3.2	Release of the Escrowed Funds ...................................................................................... 16
3.3	Issue of Underlying Securities and Payment Thereon ................................................... 16
3.4	Fractions ......................................................................................................................... 18
3.5	Payment on Termination ................................................................................................ 18
3.6	Additional Payments by the Corporation ....................................................................... 19
3.7	Withholding .................................................................................................................... 19
ARTICLE 4 ADJUSTMENT.................................................................................................................................... 19
4.1	Definitions ...................................................................................................................... 19
4.2	Adjustment ..................................................................................................................... 19
4.3	Duties of the Subscription Receipt Agent ...................................................................... 21
4.4	Notice and Certificate of Adjustment............................................................................. 22
ARTICLE 5 INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST ............................................. 22

5.1	Investment of Proceeds .................................................................................................. 22
5.2	Third Party Interest......................................................................................................... 24
ARTICLE 6 RIGHTS OF THE CORPORATION AND COVENANTS ............................................................. 25
6.1	General Covenants ......................................................................................................... 25
6.2	Subscription Receipt Agent's Remuneration, Expenses and Indemnification ............... 26
6.3	Performance of Covenants by Subscription Receipt Agent ........................................... 26
6.4	Accounting ..................................................................................................................... 26
6.5	Payments by Subscription Receipt Agent ...................................................................... 27
6.6	Regulatory Matters ......................................................................................................... 27
6.7	Anti-Money Laundering ................................................................................................. 27
6.8	Privacy ............................................................................................................................ 27
6.9	Use of Accounts ............................................................................................................. 28
ARTICLE 7 ENFORCEMENT ................................................................................................................................ 28
7.1	Suits by Receiptholders .................................................................................................. 28
ARTICLE 8 MEETINGS OF RECEIPTHOLDERS ............................................................................................. 28
8.1	Right to Convene Meetings ............................................................................................ 28
8.2	Notice ............................................................................................................................. 29
8.3	Chairman ........................................................................................................................ 29
8.4	Quorum........................................................................................................................... 29
8.5	Power to Adjourn ........................................................................................................... 29
8.6	Show of Hands ............................................................................................................... 29
8.7	Poll and Voting............................................................................................................... 30
8.8	Regulations ..................................................................................................................... 30
8.9	Corporation and Subscription Receipt Agent may be Represented ............................... 31
8.10	Powers Exercisable by Special Resolution .................................................................... 31
8.11	Meaning of Special Resolution ...................................................................................... 32
8.12	Powers Cumulative ........................................................................................................ 33
8.13	Minutes ........................................................................................................................... 33
8.14	Instruments in Writing ................................................................................................... 33
8.15	Binding Effect of Resolutions ........................................................................................ 34
ARTICLE 9 SUPPLEMENTAL AGREEMENTS AND SUCCESSOR PERSONS ........................................... 34
9.1	Provision for Supplemental Agreements for Certain Purposes ...................................... 34
9.2	Successor Persons .......................................................................................................... 35
ARTICLE 10 CONCERNING THE SUBSCRIPTION RECEIPT AGENT ....................................................... 35
10.1	Rights and Duties of Subscription Receipt Agent .......................................................... 35
10.2	Evidence, Experts and Advisers ..................................................................................... 37
10.3	Securities, Documents and Monies Held by Subscription Receipt Agent ..................... 38
10.4	Actions by Subscription Receipt Agent to Protect Interest ............................................ 38
10.5	Subscription Receipt Agent not Required to Give Security ........................................... 38
10.6	Protection of Subscription Receipt Agent ...................................................................... 38
10.7	Replacement of Subscription Receipt Agent; Successor by Merger.............................. 40
10.8	No Conflict of Interest.................................................................................................... 40
10.9	Acceptance of Appointment ........................................................................................... 41
10.10	Subscription Receipt Agent Not to be Appointed Receiver ........................................... 41
ARTICLE 11 GENERAL ......................................................................................................................................... 41
11.1	Notice to the Corporation, Subscription Receipt Agent ................................................. 41

11.2 Notice to Receiptholders ................................................................................................ 42 11.3 Ownership of Subscription Receipts .............................................................................. 42 11.4 Satisfaction and Discharge of Agreement ...................................................................... 42 11.5 Sole Benefit of Parties and Receiptholders .................................................................... 43 11.6 Force Majeure ................................................................................................................ 43 11.7 Time of Essence ............................................................................................................. 43 11.8 Counterparts ................................................................................................................... 43

SUBSCRIPTION RECEIPT AGREEMENT

THIS SUBSCRIPTION RECEIPT AGREEMENT made as of the 27th day of August, 2021.

BETWEEN:

TUGA INNOVATIONS, INC.

(hereinafter referred to as the " Corporation ")

and –

ODYSSEY TRUST COMPANY

(hereinafter referred to as the " Subscription Receipt Agent ")

WHEREAS the Corporation is proposing to issue and sell up to 12,500,000 Subscription Receipts (as defined herein) representing the right to receive Subscription Receipt Shares and Subscription Receipt Warrants (as such terms are defined herein), on the terms and conditions described herein;

AND WHEREAS the Corporation is duly authorized to create, execute and issue the Subscription Receipts to be issued as herein provided;

AND WHEREAS the Corporation has agreed that:

(a) pending the release in accordance with the terms and conditions hereof, the Escrowed Funds (as defined herein) are to be delivered to and held in escrow by the Subscription Receipt Agent on behalf of the Receiptholders (as defined herein) and the Corporation in the manner set forth herein;

(b) at the Conversion Date (as defined herein), provided that such time occurs on or before the Escrow Release Deadline (as defined herein), each holder of Subscription Receipts shall automatically receive, without any further action required by such Receiptholder and without payment of any additional consideration, one Subscription Receipt Share and one-half of one Subscription Receipt Warrant for each Subscription Receipt held by the Receiptholder; and

(c) if a Termination (as defined herein) occurs, this Agreement (as defined herein) and all issued and outstanding Subscription Receipts shall be automatically terminated and cancelled and each Receiptholder shall, at the Termination Payment Time (as defined herein), be entitled to receive the Refund Amount (as defined herein);

(d) if a Termination occurs, each Receiptholder shall, at the Termination Payment Time, be entitled to receive such number of Release Fund Units (as defined herein) as is equal in value to such Receiptholder’s pro rata share of the Released Funds (as defined herein), such pro rata share being the percentage of the Released Funds that is equal to the percentage of the aggregate number of Subscription Receipts held by the Receiptholder. The Released Funds will be convertible into Release Fund Units at a conversion price of $0.40 per Release Fund Unit. Each

Release Fund Unit will be comprised of one Release Fund Share (as defined herein) and one-half of one Release Fund Warrant (as defined herein). The Release Fund Warrants will have the same terms as the Subscription Receipt Warrants.

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

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

AND WHEREAS the following recitals are made as representations and statements of fact by the Corporation and not the Subscription Receipt Agent; and

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed and declared as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement and the recitals, unless there is something in the subject matter or context inconsistent therewith or unless otherwise expressly provided, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(a) " Agreement " means this subscription receipt agreement, as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof;

(b) " Applicable Canadian Securities Laws " means, collectively, the applicable securities laws of each of the provinces and territories of Canada to the extent that any Receiptholders are resident therein, and the respective regulations and rules made and forms prescribed thereunder together with all applicable and legally enforceable published policy statements, multilateral or national instruments, blanket orders, rulings and notices of the applicable securities commissions or other securities regulatory authorities in such provinces and territories of Canada;

(c) " Applicable Securities Laws " means, collectively, the applicable securities laws of each of the Offering Jurisdictions and the respective regulations and rules made and forms prescribed thereunder together with all applicable and legally enforceable published policy statements, multilateral or national instruments, blanket orders, rulings and notices of the applicable securities commissions or other securities regulatory authorities in each of the Offering Jurisdictions;

(d) " Approved Bank " has the meaning given to that term in Section 5.1;

(e) “ BCSC ” means the British Columbia Securities Commission;

(f) " Book-Entry Only System " means the book-based securities transfer system administered by CDS in accordance with its operating rules and procedures in force from time to time;

(g) " Business Day " means any day which is not Saturday, Sunday or a statutory holiday in Vancouver, British Columbia or any other day on which businesses of the Subscription Receipt Agent and Canadian chartered banks are generally closed;

(h) " Capital Reorganization " has the meaning given to that term in Subsection 4.2(c);
(i) " CDS " means CDS Clearing and Depository Services Inc. and its successors in interest;

(j) " CDS Participant " means a participant in the Book-Entry Only System;

(k) " Certify " means: (i) with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Corporation and certified by manual signature of an authorized officer of the Subscription Receipt Agent; and (ii) with respect to the issuance of an Uncertificated Subscription Receipt, one in respect of which the Subscription Receipt Agent has completed all of its internal procedures such that the particulars of such Uncertificated Subscription Receipt are entered in the register of Subscription Receipts, and " Certified " and " Certification " have the appropriate correlative meanings, and 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;

(l) " Common Share Reorganization " has the meaning given to that term in Subsection 4.2(a)(ii);

(m) " Common Shares " means the shares of common stock of the Corporation;

(n) " CSE " means the Canadian Securities Exchange;

(o) " Conversion Date " means, the date that is five (5) Business Days after the later of the date that:

(i) the Company receives a Final Receipt for its Prospectus qualifying the distribution of the Subscription Receipt Shares and the Subscription Receipt Warrants issuable upon the conversion of the Subscription Receipts; and

(ii) the Company receives conditional approval from the CSE or any other recognized Canadian or United States stock exchange for the listing of the Company’s Common Shares on the CSE or any other recognized Canadian or United States stock exchange;

(p) " Designated Office " means the principal offices of the Subscription Receipt Agent from

time to time in Vancouver, British Columbia;

(q) " Directors " means the directors of the Corporation;

(r) " dividends " means the dividends (payable in cash or securities, property or assets of equivalent value) declared payable on the Common Shares;

(s) " DRS " means direct registration system;

(t) " Earned Interest " means the interest or other income actually earned, if any, on the investment of Escrowed Funds (or the reinvestment of such interest or other income) from the date hereof to, but not including, the date on which the Escrowed Funds are released in accordance with Article 3, less any amount of the interest earned on the Escrowed Funds that the Subscription Receipt Agent is entitled to retain pursuant to Section 5.1;

(u) " Escrow Account " has the meaning attributed thereto in Subsection 2.2(a);

(v) " Escrow Release Conditions " means,

(i) the receipt by the Company of a Final Receipt for its Prospectus qualifying the distribution of the Subscription Receipt Shares and the Subscription Receipt Warrants issuable upon the conversion of the Subscription Receipts; and

(ii) the receipt by the Company of conditional approval from the CSE or any other recognized Canadian or United States stock exchange for the listing of the Company’s common shares on the CSE or any other recognized Canadian or United States stock exchange;

(w) " Escrow Release Date " means the date on which the Escrow Release Conditions have been satisfied and the Underlying Securities have been issued to the Receiptholders in accordance with the terms of this Agreement;

(x) " Escrow Release Deadline " means on or prior to 11:59 p.m. (Vancouver time) on March 31, 2022;

(y) " Escrow Release Notice " has the meaning attributed thereto in Section 3.1;

(z) " Escrow Release Time " means 11:59 p.m. (Vancouver time) on the Escrow Release Date;

(aa) " Escrowed Funds " means an amount equal to the aggregate Subscription Price for the Subscription Receipts received on each Offering Closing Date, less the Released Funds;

(bb) " Exchange Act " means United States Securities Exchange Act of 1934 ;

(cc) " Final Receipt " means a final receipt for the Prospectus issued by the BCSC, as principal regulator, which evidences that a final receipt has been or has been deemed to be issued for the Prospectus from all of the Commissions pursuant to MI 11-202;

(dd) " Indemnified Parties " has the meaning attributed thereto in Subsection 10.6(g);

(ee) " Offering " means the offering of Subscription Receipts completed by the Corporation;

(ff) " Offering Closing Date " means the initial first tranche closing date of the Offering, being August 27, 2021 and such other subsequent tranche closing date or dates as determined by the Corporation in its sole discretion;

(gg) " Offering Jurisdictions " means all of the provinces of Canada, to the extent that any Receiptholders are resident therein and such other jurisdictions where the Offering can lawfully be made;

(hh) " person " includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

(ii) " Receiptholders " or "holders" means persons who appear on the register of Subscription Receipts maintained pursuant to Section 2.5;

(jj) " Receiptholders' Request " means an instrument signed in one or more counterparts by Receiptholders holding not less than 50% of the aggregate number of all Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein;

(kk) “ Refund Amount ” has the meaning attributed to that term in Section 2.3;

(ll) “ Released Funds ” means an aggregate of up to $500,000, or up to 10% of the aggregate Subscription Price for the Subscription Receipts received on each Offering Closing Date, which sum was released to the Corporation on each Offering Closing Date and will not be placed in escrow with the Escrowed Funds pursuant to the terms of this Agreement;

(mm) " Release Fund Units " means the units of the Company issuable to the Receiptholders if a Termination Event occurs;

(nn) " Release Fund Shares " means the Common Shares underlying the Release Fund Units;

(oo) " Release Fund Warrants " means the Common Share purchase warrants underlying the Release Fund Units, with the same terms as the Subscription Receipt Warrants;

(pp) " Shareholders " means the registered holders from time to time of shares of common stock of the Corporation;

(qq) " Shortfall " has the meaning attributed to that term in Subsection 3.5(c);

(rr) " Subscription Agreements " means the subscription agreements executed by the Corporation and each of the Receiptholders for the Subscription Receipts;

(ss) " Subscription Price " means the sum of $0.40 per Subscription Receipt;

(tt) " Subscription Receipt Certificate " means a certificate or DRS advice statement evidencing one or more Subscription Receipts substantially in the form attached as Schedule A hereto with such appropriate insertions, deletions, substitutions and variations as may be required or permitted by the terms of this Agreement or as may be required to comply with any law or the rules of any stock exchange;

(uu) " Subscription Receipts " means the subscription receipts of the Corporation issued and certified hereunder and from time to time outstanding, each such Subscription Receipt evidencing the right to a Common Share and one-half of one Subscription Receipt Warrant as provided herein;

(vv) " Subscription Receipt Shares " means the Common Shares underlying the Subscription Receipts;

(ww) " Subscription Receipt Warrant " means the Common Share purchase warrants underlying the Subscription Receipts, with each whole Subscription Receipt Warrant entitling the holder thereof to purchase one Subscription Receipt Warrant Share at a price of $1.00 per Subscription Receipt Warrant Share at any time up to 18 months from the Conversion Date;

(xx) " Subscription Receipt Warrant Shares " means the Common Shares issuable upon exercise of the Subscription Receipt Warrants;

(yy) " Subsidiary of the Corporation " means a corporation, commercial trust, partnership or other entity of which a majority of the outstanding voting shares are owned, directly or indirectly, by the Corporation or by one or more Subsidiaries of the Corporation and, as used in this definition, "voting shares" means shares of any class of any corporation or securities which represent a beneficial interest in a commercial trust, partnership or other entity ordinarily entitled to vote for the election of the majority of the directors of an entity irrespective of whether or not shares of any class or securities shall have or might have the right to vote for directors;

(zz) " Termination " means the earliest to occur of any of the following events:

(i) the public announcement or other written notice by the Corporation that it does not intend to or cannot satisfy the Escrow Release Conditions (the “ Termination Notice ”); or

(ii) the Escrow Release Time failing to occur on or before the Escrow Release Deadline;

(aaa) " Termination Date " means the date on which a Termination occurs;

(bbb) “ Termination Notice ” has the meaning given to that term in Subsection 1.1(zz);

(ccc) " Termination Payment Time " means as soon as practically possible following the Termination Date, and in any event within five (5) Business Days following the Termination Date;

(ddd) " Uncertificated Subscription Receipts " means any Subscription Receipt that is not represented by a Subscription Receipt Certificate;

(eee) " Underlying Securities " means, collectively, the Subscription Receipt Shares and the Subscription Receipt Warrants issuable to holders of Subscription Receipts upon conversion of the Subscription Receipts without payment of additional consideration on the Conversion Date, provided that such date occurs on or before the Escrow Release Deadline;

(fff) " United States " means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

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

(hhh) " U.S. Purchaser " means a purchaser of Subscription Receipts that is: (i) U.S. Person or a person purchasing the Subscription Receipts in the United States; (ii) a person purchasing Subscription Receipts on behalf of, or for the account or benefit of, any U.S. Person or person in the United States; (iii) a person that received an offer to purchase the Subscription Receipts while in the United States; or (iv) any person that was in the United States at the time such person's buy order was made or the subscription for the Subscription Receipts was executed or delivered;

(iii) " U.S. Securities Act " means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(jjj) " U.S. Receiptholder " means any Receiptholder that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person;

(kkk) " written direction of the Corporation ", " written request of the Corporation " and " certificate of the Corporation " and any other document required to be signed by the Corporation, means, respectively, a written direction, order, request, consent, certificate or other document signed in the name of the Corporation by any officer or Director and may consist of one or more instruments so executed.

1.2 Headings

The headings, the table of contents and the division of this Agreement into Articles, Sections and Subsections are for convenience of reference only and shall not affect the interpretation of this Agreement.

1.3 References

Unless otherwise specified in this Agreement:

(a) references to Articles, Sections, Subsections and Schedules are to Articles, Sections, Subsections and Schedules in this Agreement; and

(b) " hereto ", " herein ", " hereby ", " hereunder ", " hereof " and similar expressions, without reference to a particular provision, refer to this Agreement.

1.4 Certain Rules of Interpretation

Unless otherwise specified in this Agreement:

(a) the singular includes the plural and vice versa; and
(b) references to any gender shall include references to all genders.

1.5 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 with the same force and effect as if taken within the period for the taking of such action.

1.6 Applicable Law

This Agreement and the Subscription Receipts shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.7 Conflict

In the event of a conflict or inconsistency between a provision in the body of this Agreement and in any Subscription Receipt Certificate issued hereunder, the provision in the body of this Agreement shall prevail to the extent of the inconsistency.

1.8 Currency

All dollar amounts expressed in this Agreement and in the Subscription Receipts are in lawful money of Canada.

1.9 Severability

Each of the provisions in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions hereof.

1.10 Schedules

The following Schedules attached to this Agreement form an integral part of this Agreement:

(a) Schedule A - Form of Subscription Receipt Certificate
(b) Schedule B - Form of Escrow Release Notice

1.11 Meaning of "outstanding" for Certain Purposes

Except as provided in Sections 3.3 and 3.5(e) and subject to the terms of this Agreement, every

Subscription Receipt Certificate countersigned as certified and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until it has been surrendered to the Subscription Receipt Agent pursuant to this Agreement, provided however that:

(a) where a Subscription Receipt Certificate has been issued in substitution for a Subscription Receipt Certificate that has been lost, stolen or destroyed, only the Subscription Receipt Certificate so issued in substitution shall be counted for the purpose of determining the Subscription Receipts outstanding; and

(b) for the purpose of any provision of this Agreement entitling holders of outstanding Subscription Receipts to vote, 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 affiliated entity thereof (including any Subsidiary of the Corporation or any partnership to which the Corporation may be directly or indirectly a party to) shall be disregarded, except that:

(i) for the purpose of determining whether the Subscription Receipt Agent shall be protected in relying on any vote, consent, request or other instrument or other action, only the Subscription Receipts of which the Subscription Receipt Agent has written notice that they are so owned shall be disregarded; and

(ii) Subscription Receipts so owned that have been pledged in good faith other than to the Corporation or any affiliated entity thereof (including any Subsidiary of the Corporation or any partnership to which the Corporation may be directly or indirectly a party to) shall not be so disregarded if the pledgee establishes to the satisfaction of the Subscription Receipt Agent, by providing the Subscription Receipt Agent with a legal opinion of counsel, the pledgee's right to vote the Subscription Receipts in the pledgee's discretion free from the control of the Corporation or any affiliated entity thereof (including any Subsidiary of the Corporation or any partnership to which the Corporation may be directly or indirectly a party to) pursuant to the terms of the pledge.

1.12 Calculations

The Corporation shall be responsible for making all calculations called for hereunder. The Corporation shall make such calculations in good faith and, absent manifest error, the Corporation’s calculations shall be final and binding on Receiptholders and the Subscription Receipt Agent. The Corporation will provide a schedule of its calculations to the Subscription Receipt Agent and the Subscription Receipt Agent shall be entitled to rely conclusively upon the accuracy of such calculations, without independent verification.

ARTICLE 2 ISSUE OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

(a) A maximum of 12,500,000 Subscription Receipts are hereby created and authorized to be issued by the Corporation for a price per Subscription Receipt equal to the Subscription Price.

(b) An aggregate of up to 12,500,000 Subscription Receipts are hereby issued, and one or

more Subscription Receipt Certificates dated the date hereof shall be executed by or on behalf of the Corporation and certified by or on behalf of the Subscription Receipt Agent upon written direction of the Corporation.

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) [INSERT OFFERING CLOSING DATE], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY."

and:

"THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON CONVERSION HEREOF SHALL NOT TRADE THE SECURITIES BEFORE [THE DATE THAT IS 4 MONTHS FROM THE DATE OF COMPLETION OF A GOING PUBLIC TRANSACTION AS THAT TERM IS DEFINED IN THE SUBCRIPTION AGREEMENT RESPECTING THESE SECURITIES BETWEEN THE HOLDER AND THE ISSUER OF THESE SECURITIES]."

(d) All Subscription Receipts issued to a U.S. Receiptholder (including a U.S. Purchaser) shall be issued as Subscription Receipt Certificates. The Subscription Receipts, the Underlying Securities, and the Common Shares issuable upon exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or under any applicable state securities laws. Each Subscription Receipt Certificate issued to a U.S. Receiptholder (including a U.S. Purchaser), and each Subscription Receipt Certificate issued in exchange therefor or in substitution thereof, for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following legend:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF TUGA INNOVATIONS, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (C) IN ACCORDANCE WITH ANY OTHER REGISTRATION EXEMPTION EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND REASONABLY ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT, AVAILABLE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF

TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.

A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF SEC REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE FOREIGN LAW."

(e) Subject to the terms and conditions hereof, each Subscription Receipt issued will be automatically converted at the Escrow Release Time, without payment of additional consideration, into one Subscription Receipt Share and one-half of one Subscription Receipt Warrant.

2.2 Payment Acknowledgement

(a) The Subscription Receipt Agent will acknowledge receipt of Escrowed Funds by certified cheque, bank draft or wire transfer, in the aggregate amount of up to $5,000,000, representing up to 100% of the aggregate Subscription Price received by the Company pursuant to the Offering, less any Released Funds. The Subscription Agent shall immediately place such funds in a segregated account (the " Escrow Account ") to be held and dealt with in accordance with this Agreement.

(b) The Corporation hereby:

(i) irrevocably directs the Subscription Receipt Agent to hold such amounts in escrow in accordance with the terms of this Agreement pending release and payment of such amounts in accordance with the terms of this Agreement; and

(ii) irrevocably directs the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver to the Corporation in accordance with a written direction of the Corporation, one or more Subscription Receipt Certificates representing, in the aggregate, of up to 12,500,000 Subscription Receipts registered in accordance with the Subscription Agreements received from Receiptholders.

2.3 Terms of Subscription Receipts

Each Subscription Receipt shall evidence the right of the holder: (i) to receive, if the Escrow Release Time occurs on or before the Escrow Release Deadline, for no additional consideration, one Subscription Receipt Share and one-half of one Subscription Receipt Warrant for each Subscription Receipt held by the Receiptholder; and (ii) if a Termination occurs, to receive its pro rata share of the Escrowed Funds and the Earned Interest, such pro rata share being the percentage of the Escrowed Funds and the Earned Interest that is equal to the percentage of the aggregate number of Subscription Receipts held by the Receiptholder, less applicable withholding

taxes, if any (the “ Refund Amount ”), all in the manner and on the terms and conditions set out in this Agreement.

2.4 Fractional Subscription Receipts

No fractional Subscription Receipts shall be issued or otherwise provided for hereunder.

2.5 Register for Subscription Receipts

The Corporation hereby appoints the Subscription Receipt Agent as transfer agent and registrar of the Subscription Receipts, and the Corporation shall cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the names and addresses of holders of Subscription Receipts and the other particulars, prescribed by law, of the Subscription Receipts held by them. The Corporation shall also cause to be kept by the Subscription Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent, branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts, registered in that branch register of transfers.

2.6 Registers Open for Inspection

The registers hereinbefore referred to shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on any Business Day for inspection by the Corporation or any Receiptholder. The Subscription Receipt Agent shall, from time to time when requested to do so in writing by the Corporation, furnish the Corporation with a list of the names and addresses of Receiptholders, upon payment of the reasonable charges of the Subscription Receipt Agent, entered in the registers kept by the Subscription Receipt Agent and showing the number of Subscription Receipts held by each such holder.

2.7 Receiptholder not a Shareholder

Nothing in this Agreement or in the holding of a Subscription Receipt shall confer or be construed as conferring upon a Receiptholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive dividends or any continuous disclosure materials of the Corporation. Receiptholders are entitled to exercise only those rights expressly provided for by this Agreement on the terms and conditions set forth herein.

2.8 Subscription Receipts to Rank Pari Passu

All Subscription Receipts shall rank pari passu , whatever may be the actual date of issue of same.

2.9 Signing of Subscription Receipt Certificates

The Subscription Receipt Certificates shall be signed by any officer or Director on behalf of the Corporation. The signature of such officer or Director may be mechanically reproduced in electronic form and Subscription Receipt Certificates bearing such electronic signature shall,

subject to Section 2.10, be binding upon the Corporation as if they had been manually signed by such officer or Director. Notwithstanding that the person whose manual or electronic signature appears on any Subscription Receipt Certificate as such officer or Director may no longer hold such position at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.10, be valid and binding upon the Corporation and the holder thereof shall be entitled to the benefits of this Agreement.

2.10 Certification by the Subscription Receipt Agent

(a) The Subscription Receipt Agent shall Certify Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been Certified by manual signature by or on behalf of the Subscription Receipt Agent substantially in the form of the certificate set out in Schedule A hereto or, in the case of Uncertificated Subscription Receipts, until it has been Certified by entry on the register of the particulars of the Subscription Receipts and such Certification by the Subscription Receipt Agent upon any Subscription Receipt shall be conclusive evidence as against the Corporation that the Subscription Receipt so Certified has been duly issued hereunder and that the holder is entitled to the benefits hereof. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Corporation.

(b) The Certification by the Subscription Receipt Agent of Subscription Receipts issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipts (except the due Certification thereof by the Subscription Receipt Agent) and the Subscription Receipt Agent shall in no respect be liable for the use made of the Subscription Receipts or any of them or of the Escrowed Funds therefor except as otherwise specified herein. The Certification by or on behalf of the Subscription Receipt Agent of Subscription Receipts shall only constitute a representation and warranty by the Subscription Receipt Agent that the Subscription Receipts have been duly Certified by or on behalf of the Subscription Receipt Agent pursuant to the provisions of this Agreement.

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

(a) In case any of the Subscription Receipt Certificates shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Subsection 2.11(b), shall issue and thereupon the Subscription Receipt Agent shall certify and deliver, a new Subscription Receipt Certificate of like tenor 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 in a form approved by the Subscription Receipt Agent and shall be entitled to the benefits hereof and shall rank equally

in accordance with its terms with all other Subscription Receipt Certificates issued or to be issued hereunder.

(b) The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Subsection 2.11(b) shall bear the 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, and such applicant may also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation and the Subscription Receipt Agent in their sole discretion and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith.

2.12 Exchange of Subscription Receipt Certificates

(a) Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, acting reasonably, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged.

(b) Subscription Receipt Certificates may be surrendered for exchange only at the Designated Office of the Subscription Receipt Agent during regular business hours of the Subscription Receipt Agent. Any Subscription Receipt Certificates so tendered for exchange shall be cancelled. Any one officer or Director of the Corporation shall sign, on behalf of the Corporation, all Subscription Receipt Certificates necessary to carry out exchanges as aforesaid and those Subscription Receipt Certificates shall be certified by or on behalf of the Subscription Receipt Agent.

(c) Except as otherwise herein provided, the Subscription Receipt Agent may charge to the holder requesting an exchange a reasonable sum for each new Subscription Receipt Certificate issued in exchange for Subscription Receipt Certificate(s). Payment of such charges and reimbursement of the Subscription Receipt Agent or the Corporation for any governmental or other charges required to be paid shall be made by such holder as a condition precedent to such exchange.

2.13 Registration of Subscription Receipts

(a) The Corporation and the Subscription Receipt Agent will deem and treat the registered owner of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary.

(b) Subject to the provisions of this Agreement and applicable law, a Receiptholder shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either the issue of the Underlying Securities as provided in Section 3.3, or the payment of the Refund Amount as provided in Section 3.5, all 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 a Receiptholder.

(c) Without limitation, signatures of Receiptholders, where so required under this Agreement, must be guaranteed by an authorized officer of a Canadian Schedule I Chartered Bank or by a medallion signature guarantee from a member of a recognized medallion signature guarantee program.

(d) None of the Subscription Receipts, the Underlying Securities issuable pursuant to the Subscription Receipts or any Subscription Receipt Shares issuable upon exercise of the Subscription Receipt Warrants have been or will be registered under the U.S. Securities Act or under any United States state securities laws. A U.S. Receiptholder may only offer, sell, pledge or otherwise transfer such securities (i) to the Corporation, (ii) if the securities have been registered in compliance with the registration requirements under the U.S. Securities Act and in accordance with applicable state securities laws, (iii) in compliance with the exemption from the registration requirements of the U.S. Securities Act provided by (A) Rule 144 under the U.S. Securities Act, if available, or Rule 144A under the U.S. Securities Act, if available, and, in each case, in accordance with applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws; provided that, in the case of each of transfers pursuant to Section 2.13(d)(iii)(A) and 2.13(d)(iv) it has prior to such transfer furnished to the Corporation and the Subscription Receipt Agent an opinion of counsel of recognized standing or such other evidence in form and substance reasonably satisfactory to the Corporation stating that such transaction is exempt from registration under the U.S. Securities Act and applicable state securities laws.

(e) The Subscription Receipt Agent shall have no duty to determine compliance of the transferor or transferee of Subscription Receipts with applicable state securities laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper and may request any additional documentation it may require to process such transfer.

2.14 Funds to be Placed in Escrow

Upon delivery of the Escrowed Funds by the Corporation to the Subscription Receipt Agent by certified cheque, bank draft or wire transfer of funds into the Escrow Account to be held pursuant to the terms hereof, the Subscription Receipt Agent shall issue the Subscription Receipts and deliver to the Corporation, or as directed by the Corporation, the corresponding Subscription Receipt Certificates. The Subscription Receipt Agent hereby agrees to hold the Escrowed Funds as agent for and on behalf of the Receiptholders and the Corporation and to disburse and deal with the same as provided herein.

2.15 Subscription Receipts and Trading

The Corporation confirms that the Subscription Receipts have not been approved for listing on the CSE or any other stock exchange, and will not be posted for trading.

2.16 Cancellation of Surrendered Subscription Receipt Certificates

All Subscription Receipt Certificates surrendered to the Subscription Receipt Agent pursuant to

Sections 2.11, 2.12 and 2.13 shall be returned to the Subscription Receipt Agent for cancellation and, if required by the Corporation, the Subscription Receipt Agent shall furnish the Corporation with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and the number of Subscription Receipts evidenced thereby.

ARTICLE 3 ESCROW RELEASE OR TERMINATION

3.1 Notice of Escrow Release Conditions

If the Escrow Release Conditions, other than the delivery of the Escrow Release Notice, have been satisfied on or before the Escrow Release Deadline, the Corporation shall, on the Escrow Release Date, cause a notice of the same executed by the Corporation to be delivered to the Subscription Receipt Agent (substantially in the form attached as Schedule B, the " Escrow Release Notice ") and will issue and deliver to the Receiptholders at the Escrow Release Time certificates representing the Underlying Securities for each Subscription Receipt then outstanding (subject to any applicable adjustment) in accordance with Section 3.3. The Escrow Release Notice delivered to the Subscription Receipt Agent shall specify the amounts to be released pursuant to Section 3.2 and to whom such amounts should be released.

3.2 Release of the Escrowed Funds

If the Escrow Release Time occurs on or before the Escrow Release Deadline, the Corporation shall be entitled to receive from the Subscription Receipt Agent the Escrowed Funds and the Earned Interest thereon. The Subscription Receipt Agent shall deliver the funds referred to in this Section 3.2 to the Corporation (or as directed by the Corporation) as soon as practicable after the delivery of the Escrow Release Notice referred to in Section 3.1 by certified cheque, bank draft or wire transfer. Any Escrow Release Notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 9:00 a.m. (Vancouver time) on the Business Day prior to the day on which the funds are to be released. Any Escrow Release Notice received by the Subscription Receipt Agent after 9:00 a.m. (Vancouver time) or received on a day that is not a Business Day shall be deemed to have been given prior to 9:00 a.m. (Vancouver time) on the next Business Day.

3.3 Issue of Underlying Securities and Payment Thereon

(a) If the Escrow Release Time occurs on or before the Escrow Release Deadline, the Underlying Securities shall be and shall be deemed to be automatically issued at the Escrow Release Time and each Receiptholder shall automatically receive, without any further action required by such Receiptholder and without the payment of any additional consideration, one Subscription Receipt Share and one-half of one Subscription Receipt Warrant for each Subscription Receipt held by such Receiptholder (subject to any applicable adjustment in accordance with Article 4), and such Receiptholder shall be deemed to have become the holder of record of such Underlying Securities at the Escrow Release Time.

(b) Upon the deemed issuance of the Underlying Securities, the Corporation shall cause the Underlying Securities to be issued. Within five Business Days after the receipt of the Escrow Release Notice provided for in Section 3.1, the Subscription Receipt Agent shall cause

certificates representing the Subscription Receipt Shares and Subscription Receipt Warrants to be deposited, mailed or delivered to the person or persons entitled thereto.

(c) Effective immediately after the Underlying Securities have been, or have been deemed to be, issued as contemplated by Subsection 3.3(a) and the Corporation has caused certificates evidencing the Underlying Securities to be issued in accordance with Subsection 3.3(b), the Subscription Receipts relating thereto shall be void and of no value or effect.

(d) The Subscription Receipt Agent shall not be responsible for calculating the amounts owing under Section 3.2, but shall be entitled to rely on the Escrow Release Notice specifying the payments to be made pursuant to Section 3.2.

(e) Each Underlying Security issued pursuant to a Subscription Receipt Certificate bearing the legend set forth in Subsection 2.1(d), for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following legends:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF TUGA INNOVATIONS, INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT; OR (C) IN ACCORDANCE WITH ANY OTHER REGISTRATION EXEMPTION EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND REASONABLY ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT, AVAILABLE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.

THESE SUBSCRIPTION RECEIPTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SUBSCRIPTION RECEIPTS AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION

FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

(f) Each Subscription Receipt Warrant issued pursuant to a Subscription Receipt Certificate bearing the legend set forth in Subsection 2.1(d), for so long as required by the U.S. Securities Act or applicable state securities laws, shall bear the following legend:

THESE SUBSCRIPTION RECEIPT WARRANTS MAY NOT BE EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE SUBSCRIPTION RECEIPT WARRANTS AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

3.4 Fractions

Notwithstanding anything herein contained, the Corporation shall not be required, upon the conversion of the Subscription Receipts, to issue fractions of Subscription Receipt Shares or Subscription Receipt Warrants. The number of Subscription Receipt Shares or Subscription Receipt Warrants issued will be rounded up or down to the nearest whole number and the Corporation shall not pay any amounts to the holder in satisfaction of the right to otherwise have received a fraction of a Subscription Receipt Share or Subscription Receipt Warrant, as applicable.

3.5 Payment on Termination

(a) If a Termination occurs, the Corporation shall forthwith notify the Subscription Receipt Agent thereof in writing and shall issue a press release setting forth the Termination Date.

(b) If a Termination occurs, each Subscription Receipt shall, subject to Subsection 3.5(e) hereof, be automatically terminated and cancelled and each Receiptholder shall be entitled to receive the Refund Amount.

(c) The amounts paid to each Receiptholder under Subsection 3.5(b) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Receiptholder the Refund Amount (a " Shortfall "), the Corporation shall be responsible and liable to the Receiptholders for any Shortfall and shall contribute such amounts as are necessary to satisfy any Shortfall such that each Receiptholder will receive the Refund Amount. In no case will the Subscription Receipt Agent or Morton Law LLP be liable to the Receiptholders in the event of a Shortfall.

(d) The obligation to make the payment of the amounts specified in Subsection 3.5(b) shall be satisfied by the Subscription Receipt Agent mailing cheques made payable to the Receiptholders at their registered addresses.

(e) Upon the mailing or delivery of any cheque as provided in Subsection 3.5(d) (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.

3.6 Additional Payments by the Corporation

The Corporation shall, no later than one Business Day before the date upon which any amount due hereunder from the Corporation, if any, is required to be paid pursuant to Article 3, pay to the Subscription Receipt Agent such amount, if any, in immediately available funds as will be sufficient to allow the Subscription Receipt Agent to pay in full the amounts required to be paid under this Article 3. The Corporation shall notify in writing the Subscription Receipt Agent of such payments when made.

3.7 Withholding

The Subscription Receipt Agent shall be entitled to deduct and withhold from any amount released pursuant to this Agreement all taxes which may be required to be deducted or withheld under any provision of applicable tax law. All such withheld amounts will be treated as having been delivered to the party entitled to the amount released in respect of which such tax has been deducted or withheld and remitted to the appropriate taxing authority.

ARTICLE 4 ADJUSTMENT

4.1 Definitions

In this Article 4, references to any "record date" refer to the particular time on such relevant date stipulated for such event and otherwise refer to 5:00 p.m. (Vancouver time) on such date.

4.2 Adjustment

The rights attaching to the Subscription Receipts are subject to adjustment from time to time in the event of and in the manner provided as follows:

(a) If at any time after the issuance of the Subscription Receipts and before the Escrow Release Time, the Corporation:

(i) 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 securities convertible into Common Shares or subdivides, re-divides or changes its outstanding Common Shares into a greater number of Common Shares, or

(ii) reduces, combines or consolidates its outstanding Common Shares into a lesser number of Common Shares, (any of such events in Subsections 4.2(a)(i) and 4.2(a)(ii) being called a " Common Share Reorganization "),

then the number of Common Shares issuable with respect to each Subscription Receipt will be adjusted as of the record date at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the number of Common Shares theretofore obtainable immediately prior to such record date by a fraction, the numerator of which will be the number of Common Shares outstanding on the record date after giving effect to such Common Share Reorganization and the denominator of which will be the number of Common Shares outstanding on the record date before giving effect to such Common Share Reorganization.

(b) In the event of a Common Share Reorganization, the exercise price for the Warrants in effect on the effective date of such subdivision, re-division, change, reduction, combination, consolidation or on the record date of such distribution, as the case may be, shall in the case of the events referred to in Section 4.2(a)(i) above be decreased in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall, in the case of the events referred to in Section 4.2(a)(ii) above, be increased in proportion to the number of outstanding Common Shares resulting from such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Subsection 4.2(b) shall occur.

(c) If at any time after the issuance of the Subscription Receipts and before the Escrow Release Time there is a reclassification of Common Shares at any time outstanding or a change of the Common Shares into other securities or property (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities or property), or a transfer of the undertakings or assets of the Corporation as an entirety or substantially as an entirety to another entity, or a record date for any of the foregoing events occurs, (any of such events being herein called a " Capital Reorganization "), any holder entitled to acquire Underlying Securities after the record date or effective date of such Capital Reorganization will be entitled to receive, and will accept in lieu of the number of Underlying Securities to which such holder was theretofore entitled, the aggregate number of other securities or other property which such holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date of such Capital Reorganization, the holder had been the registered holder of the number of Underlying Securities to which such holder was then entitled with respect to the Subscription Receipts subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in Section 4.2, provided however, that no such Capital Reorganization will be carried into effect unless all necessary steps have been taken to so entitle the holders.

(d) If at any time after the issuance of the Subscription Receipts and prior to the Escrow Release Time, the Corporation issues or distributes to the holders of all or substantially all of the outstanding Common Shares, cash or securities of the Corporation, including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or property or assets, including evidences of indebtedness, other than as a result of a Common Share Reorganization or a Capital Reorganization, or a record date for any of the foregoing events occurs, the Receiptholders will be entitled to receive, and will receive, in addition to the number of Common Shares to which such holder was theretofore entitled, the

kind and amount of Common Shares, cash or other securities, property or assets which result from such issue or distribution as if, on the record date at which holders of Common Shares are determined for the purpose thereof, such Receiptholder had been the registered holder of the number of Common Shares to which the holder was theretofore entitled.

(e) The adjustments provided for in this Section 4.2 are cumulative and shall apply to successive subdivisions, consolidations, changes, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.2.

(f) In the event that the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than the actions described in this Section 4.2, which, in the reasonable opinion of the Directors, would materially affect the rights of the Receiptholders or the rights attaching to the Subscription Receipts, then the number of Underlying Securities which are to be received pursuant to the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the Directors may, in their direction, reasonably determine to be equitable to the Receiptholders in such circumstances.

(g) In the event of any question arising with respect to the adjustment provided in this Section 4.2, such question shall be conclusively determined by a firm of chartered accountants appointed by the Corporation and acceptable to the Subscription Receipt Agent (who may be the auditors of the Corporation); such accountants shall have access to all necessary records of the Corporation and such determination shall be binding upon the Corporation, the Subscription Receipt Agent and the Receiptholders.

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

(i) The Subscription Receipt Agent may rely upon certificates and other documents filed by the Corporation pursuant to this Article 4 for all purposes of any adjustment.

4.3 Duties of the Subscription Receipt Agent

The Subscription Receipt Agent shall not:

(a) at any time be under any duty or responsibility to any Receiptholder to determine whether any facts exist which may require any adjustment contemplated in Section 4.2, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed in making such adjustment;

(b) be accountable with respect to the validity or value (or the kind or amount) of any Subscription Receipt Shares or Subscription Receipt Warrants, or of any shares or other securities or property which may at any time be issued or delivered upon the conversion of the

rights attaching to any Subscription Receipt; or

(c) be responsible for any failure of the Corporation to make any cash payment or to issue, transfer or deliver Underlying Securities or certificates, or to comply with any of the covenants contained in Article 4; or

(d) incur any liability or responsibility whatsoever or be in any way responsible for the consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the agents of the Corporation.

4.4 Notice and Certificate of Adjustment

(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 that requires an adjustment of the rights attaching to the Subscription Receipts, the Corporation shall:

(i) file with the Subscription Receipt Agent (x) a certificate of the Corporation specifying the particulars of the event and, if determinable, the adjustment and computation of the adjustment and (y) a certificate of the Corporation’s auditors verifying such calculation. The Subscription Receipt Agent may act and rely absolutely on the certificates of the Corporation and the Corporation’s auditors; and

(ii) give notice, or cause notice to be given, to the Receiptholders of the particulars of the event and, if determinable, the adjustment.

(b) If notice has been given under Subsection 4.4(a) and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable:

(i) file with the Subscription Receipt Agent a computation of the adjustment; and
(ii) give notice, or cause notice to be given, to the Receiptholders of the adjustment.

ARTICLE 5

INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST

5.1 Investment of Proceeds

(a) The Corporation shall deliver the Escrowed Funds to the Subscription Receipt Agent on each Offering Closing Date by way of certified cheque, bank draft or wire transfer. The Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Article 5. The Corporation acknowledges and agrees that it is a condition of the payment by the holders of Subscription Receipts of $0.40 per Subscription Receipt therefor that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 5. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Funds or in the Earned Interest unless and until the Escrow Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Funds and the Earned Interest for the benefit of the Receiptholders and, upon the delivery of the Escrow Release Notice to the Subscription Receipt

Agent, retroactively for the benefit of the Corporation in accordance with the provisions of this Article 5.

(b) Until released in accordance with this Agreement. the Escrowed Funds shall be recorded in the segregated internal trust account records of the Subscription Receipt Agent, which account record shall be designated in the name of the Corporation and the Escrowed Funds shall be deposited in one or more trust accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more banks listed below in Subsection 5.1(e)(each such bank, an " Approved Bank "). 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 Receiptholders or the Corporation, as the case may be, and the delivery of the Escrowed Funds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Receiptholders or the Corporation, as the case may be. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Receiptholders and the Corporation and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability with respect to any diminution of the Escrowed Funds that may result from any deposit made with an Approved Bank pursuant to this Section 5.1, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposit liquidated or sold prior to maturity. The Corporation acknowledges and agrees that the Subscription Receipt Agent acts prudently in depositing the Escrowed Funds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank.

(c) Of the amount of interest, if any, earned by the Subscription Agent on such deposited monies, the Subscription Receipt Agent shall credit to the Escrowed Funds an amount that is equal to 2.40% less than the Bank of Canada prime rate, converted to a daily rate, and applied to the Escrowed Funds, calculated daily. Such payment obligation shall be calculated daily and credited to the account(s) within five Business Days of each month-end. The Subscription Receipt Agent may retain the remaining amount of interest, if any, that was earned on such deposited monies for its own use and benefit. Notwithstanding the foregoing, (i) in no event will the Subscription Receipt Agent be obligated to pay or credit any amount on account of interest that exceeds the amount of interest earned from the Approved Bank(s) on the Escrowed Funds, as determined by the Subscription Receipt Agent; and (ii) if an account at any Approved Bank into which the Escrowed Funds or any part thereof has been deposited bears a negative interest rate or there is otherwise any fee or other charge assessed on the account or in respect of the amount of cash on deposit, the cost, as determined by the Subscription Receipt Agent, shall be deducted from the Escrowed Funds.

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

Receiptholders and the Corporation prior to and after such withdrawal.

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

Approved Banks

Bank	Relevant S&P Issuer Credit Rating (as at November 2, 2020)
Bank of AmericaNA	A+
Bank of Montreal	A+
TheBankofNova Scotia	A+
Bank of Tokyo-Mitsubishi UFJ	A
BMO Harris Bank	A+
BNP Paribas	A+
Canadian Imperial Bank of Commerce	A+
Citibank NA	A+
National Australia Bank Limited	AA-
Santander UK Plc	A
Societe Generale	A

5.2 Third Party Interest

The Corporation represents to the Subscription Receipt Agent that any account to be opened by, or interest to held by the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Subscription Receipt Agent’s prescribed form as to the particulars of such third party.

ARTICLE 6 RIGHTS OF THE CORPORATION AND COVENANTS

6.1 General Covenants

(a) The Corporation covenants with the Subscription Receipt Agent that so long as any Subscription Receipts remain outstanding:

(i) it shall at all times maintain its existence and will carry on and conduct its business, and that of its subsidiaries, in a prudent manner in accordance with industry standards and good business practice and will keep or cause to be kept proper books of account in accordance with applicable law and generally accepted accounting principles;

(ii) it will perform and carry out all of the acts or things to be done by it as provided in this Agreement;

(iii) will reserve and conditionally allot for the purpose and keep available sufficient unissued Common Shares and Warrants to enable it to satisfy its obligations on the conversion of the Subscription Receipts;

(iv) it will cause the Subscription Receipt Shares and Subscription Receipt Warrants to be duly issued pursuant to the conversion of the Subscription Receipts and the certificates representing such Subscription Receipt Shares and Subscription Receipt Warrants to be issued and delivered in accordance with the provisions of this Agreement and the terms hereof and all Underlying Securities that are issued on the conversion of the Subscription Receipts will be fully paid and non-assessable securities;

(v) 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 (i) any class of its securities shall become registered pursuant to Section 12 of the Exchange Act, (ii) the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the Exchange Act, or (iii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the Exchange Act, the Corporation shall promptly deliver to the Subscription Receipt Agent an officers' certificate (in a form provided by the Subscription Receipt Agent) notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may reasonably require at the 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 United States Securities and Exchange Commission under the Exchange Act;

(vi) it will cause the Subscription Receipt Agent to keep open the registers of holders referred to in Section 3.1 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 Receiptholders from receiving any of the Subscription Receipt Shares and Subscription Receipt Warrants issued upon conversion of the Subscription Receipts;

(vii) it will make all requisite filings, including any required filings with appropriate securities commissions and stock exchanges, as applicable, in connection with the conversion of the Subscription Receipts and the issue of the Subscription Receipt Shares and Subscription Receipt Warrants;

(viii) it shall provide at least five Business Days written notice to each holder of Subscription Receipts of any record date to be set or declared by the Corporation with respect to any meeting or written resolution of holders of Common Shares;

(ix) in the event of Termination, the Corporation will, within three Business Days after the Termination Date, provide the Subscription Receipt Agent and the Receiptholders with a copy of the Termination Notice, or if no Termination Notice has been issued, advise the Subscription Receipt Agent and the Receiptholders in writing of the Termination, of any default under the terms of this Agreement and of the fact that each holder of Subscription Receipts will be entitled to receive the Refund Amount; and

(x) generally, it shall well and truly perform and carry out all of the acts or things to be done by it as provided in this Agreement or in order to consummate the transactions contemplated thereby.

6.2 Subscription Receipt Agent's Remuneration, Expenses and Indemnification

The Corporation covenants that it will pay to the Subscription Receipt Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement (including the reasonable compensation and the disbursements of its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand. This Section 6.2 shall survive the resignation of the Subscription Receipt Agent and/or the termination of this Agreement.

6.3 Performance of Covenants by Subscription Receipt Agent

If the Corporation shall fail to perform any of its covenants contained in this Agreement, the Subscription Receipt Agent may notify the Receiptholders of such failure on the part of the Corporation or may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Receiptholders of such performance by it. All sums expended or advanced by the Subscription Receipt Agent in so doing shall be repayable as provided in Section 6.2. 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 contained herein.

6.4 Accounting

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, reinvestment and disbursement of the Escrowed Funds, and shall provide to the Corporation records and statements thereof periodically upon written request.

6.5 Payments by Subscription Receipt Agent

The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies 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.

6.6 Regulatory Matters

The Corporation shall file all such documents, notices and certificates and take such steps and do such things as may be necessary under Applicable Securities Laws to permit the issuance of the Underlying Securities in the circumstances contemplated by Section 3.3 such that such issuance will comply with the prospectus and registration requirements (or exemptions therefrom) of Applicable Securities Laws in each of the provinces of Canada, as applicable.

6.7 Anti-Money Laundering

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, acting reasonably, determines that such act might cause it to be in noncompliance with any applicable anti-money laundering, or antiterrorist legislation or economic sanctions legislation, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, acting reasonably, 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 antiterrorist legislation or economic sanctions legislation, regulation or guideline, then it shall have the right to resign on 10 Business Days prior written notice sent to all parties provided that (i) the Subscription Receipt Agent's written notice shall describe the circumstances of such noncompliance; and (ii) that if such circumstances are rectified to the Subscription Receipt Agent's satisfaction, acting reasonably, within such 10 Business Day period, then such resignation shall not be effective.

6.8 Privacy

Despite any other provision of this Agreement, no party hereto shall take or direct any action that would contravene, or cause the other to contravene, applicable federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “ Privacy Laws ”). The Corporation shall, prior to transferring or causing to be transferred personal information to the Subscription Receipt Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Subscription Receipt Agent shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Subscription Receipt Agent agrees: (a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive

and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under or ancillary to this Agreement and not to use it for any other purpose except with the consent of or direction from the Corporation or the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access, use or modification.

6.9 Use of Accounts

The Corporation hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such party other than the Receiptholders, either (i) is not intended to be used by or on behalf of any third party, or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Subscription Receipt Agent's prescribed form as to the particulars of such third party.

ARTICLE 7 ENFORCEMENT

7.1 Suits by Receiptholders

Subject to Section 8.10, any of the rights conferred upon any Receiptholder by any of the terms of the Subscription Receipt Certificates or this Agreement, or of both, may be enforced by the 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 contained herein for the benefit of the Receiptholders. 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 considers necessary or expedient to protect or enforce its interests and the interests of Receiptholders.

ARTICLE 8 MEETINGS OF 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 Receiptholders' Request and upon being funded and indemnified to its reasonable satisfaction by the Corporation or by the Receiptholders signing such Receiptholders' Request against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Receiptholders. In the event of the Subscription Receipt Agent failing to so convene a meeting within 15 days after receipt of such written request of the Corporation or such Receiptholders' Request and funding and indemnity given as aforesaid, the Corporation or such Receiptholders, as the case may be, may convene such meeting. Every such meeting shall be held in Vancouver, British Columbia, Canada or at such other place as may be determined by the Subscription Receipt Agent and approved by the Corporation.

8.2 Notice

At least 10 days prior notice of any meeting of Receiptholders shall be given to the 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 date (which shall be a Business Day) and 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 as is reasonably necessary to enable the Receiptholders to make a reasoned decision on the matter, 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 8.

8.3 Chairman

An individual (who need not be a Receiptholder) nominated in writing by the Subscription Receipt Agent shall be chairman 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 Receiptholders present in person or by proxy shall choose some individual present to be chairman.

8.4 Quorum

Subject to the provisions of Section 8.11, at any meeting of the Receiptholders a quorum shall consist of not less than two Receiptholders present in person or by proxy and holding at least 10% of the then outstanding Subscription Receipts. If a quorum of the Receiptholders shall not be present within 30 minutes from the time fixed for holding any meeting, the meeting, if summoned by the Receiptholders or on a Receiptholders' Request, shall be dissolved; but 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 Business Day immediately following such 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. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the 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 10% of the then outstanding Subscription Receipts.

8.5 Power to Adjourn

The chairman of any meeting at which a quorum of the 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 a special 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 chairman 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.

8.7 Poll and Voting

On every special resolution, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairman or by one or more of the Receiptholders acting in person or by proxy and holding at least 5% of the Subscription Receipts then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those required to be determined by special 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 Receiptholder or as proxy for one or more absent Receiptholders, or both, shall have one vote. On a poll, each 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 such person. A proxy need not be a Receiptholder. In the case of joint holders, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them shall be present in person or by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered holders.

The chairman 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, that are held or represented by the chairman.

8.8 Regulations

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

(a) the setting of the record date for a meeting of holders of Subscription Receipts for the purpose of determining Receiptholders entitled to receive notice of and vote at such meeting;

(b) the deposit of voting certificates and instruments appointing proxies at such place and time as the Subscription Receipt Agent, the Corporation or the Receiptholders, convening the meeting, as the case may be, may in the notice convening the meeting direct;

(c) the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed or electronically transferred before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting;

(d) the form of the instrument of proxy and the manner in which the instrument of proxy must be executed, and verification of the authority of a Person who executes it on behalf of a

Receiptholder; and

(e) generally for the calling of meetings of Receiptholders and the conduct of business thereat.

Any regulations so made shall be binding and effective and the only 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 Receiptholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 8.9), shall be Receiptholders or duly appointed proxies of Receiptholders.

8.9 Corporation and Subscription Receipt Agent may be Represented

The Corporation and the Subscription Receipt Agent, by their respective authorized employees, agents, and counsel for the Corporation and counsel for the Subscription Receipt Agent may attend any meeting of the Receiptholders, but shall have no vote at any such meeting unless in their capacity as Receiptholder or proxy.

8.10 Powers Exercisable by Special Resolution

In addition to all other powers conferred upon them by any other provisions of this Agreement or by law, the Receiptholders at a meeting shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory and exchange approvals, exercisable from time to time by special resolution (as defined in Section 8.11), only to the extent that they would otherwise be able to do so legally without the agreement or consent of the Corporation:

(a) to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of Receiptholders or, subject to the consent of the Subscription Receipt Agent, the Subscription Receipt Agent, against the Corporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement, the Subscription Receipt Certificates or otherwise;

(b) to amend, alter or repeal any special resolution previously passed or sanctioned by the Receiptholders;

(c) 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 Receipt Certificates or to enforce any of the rights of the Receiptholders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right;

(d) to waive, or authorize and 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 Receipt Certificates either unconditionally or upon any conditions specified in such special resolution;

(e) to restrain any 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 Receipt Certificates or to enforce any of the

rights of the Receiptholders;

(f) to direct any 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 Receiptholder in connection therewith;

(g) to assent to any modification of, change in or omission which may be agreed to in writing by the Corporation from the provisions contained in the Subscription Receipt Certificates 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 (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent;

(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 Common Shares or other securities of the Corporation;

(j) to extend the Escrow Release Deadline; and

(k) to assent to any modification of, change in or omission from the definition of "Termination" contained in this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission.

For greater certainty, none of the foregoing matters may be effected by the Corporation or the Subscription Receipt Agent without the approval of the Receiptholders by way of special resolution.

8.11 Meaning of Special Resolution

(a) The expression "special 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 Receiptholders duly convened for that purpose and held in accordance with the provisions of this Article 8 at which two or more Receiptholders are present in person or by proxy, representing not less than in the aggregate 10% of the number of Subscription Receipts then outstanding and passed by the affirmative votes of Receiptholders holding more than 66[2] /3% of the outstanding Subscription Receipts represented at the meeting and voted on a poll upon such resolution.

(b) Notwithstanding Subsection 8.11(a), if, at any meeting called for the purpose of passing a special resolution, at least two Receiptholders holding not less than in the aggregate 10% 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 Receiptholders or on a Receiptholders' Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 21 days nor more than 60 days later, and to such place and time as may

be determined by the chairman. Not less than 10 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 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:

(i) if the special resolution purports to exercise any of the powers conferred pursuant to Subsections 8.10(a), 8.10(d), 8.10(i) or 8.10(j) or purports to change the provisions of this Section 8.11 or Section 8.14 or purports to amend, alter or repeal any special resolution previously passed or sanctioned by the Receiptholders in exercise of the powers referred to in this paragraph, a quorum for the transaction of business shall consist of Receiptholders holding more than 10% of the then outstanding Subscription Receipts present in person or by proxy; and

(ii) in any other case, a quorum for the transaction of business shall consist of such Receiptholders as are present in person or by proxy.

(c) At any such adjourned meeting, any resolution passed by the requisite votes as provided in Subsection 8.11(a) shall be a special resolution within the meaning of this Agreement notwithstanding that Receiptholders holding more than 10% of the then outstanding Subscription Receipts are not present in person or by proxy at such adjourned meeting.

(d) Votes on a special resolution shall always be given on a poll and no demand for a poll on a special 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 Receiptholders by special 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 Receiptholders to exercise such powers or combination of powers then or thereafter from time to time.

8.13 Minutes

Minutes of all resolutions and proceedings at every meeting of Receiptholders shall be made and duly entered in books to be provided from time to time for that purpose by the Subscription Receipt Agent, and any such minutes as aforesaid, if signed by the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairman or secretary of the next succeeding meeting held 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

Subject to receiving the consent of such persons as may otherwise be required by this Article 8 in connection with the taking of any action or the exercise of any power by Receiptholders, all

actions which may be taken and all powers that may be exercised by the Receiptholders at a meeting held as provided in this Article 8 may also be taken and exercised by an instrument in writing signed in one or more counterparts by such Receiptholders in person or by attorney duly appointed in writing, by one or more Receiptholders holding more than 66% of the then outstanding Subscription Receipts with respect to a special resolution, and the expression "special resolution" when used in this Agreement shall include an instrument so signed by one or more Receiptholders holding more than 66% of the then outstanding Subscription Receipts.

8.15 Binding Effect of Resolutions

Every resolution and every special resolution passed in accordance with the provisions of this Article 8 at a meeting of Receiptholders shall be binding upon all the Receiptholders, whether present at or absent from such meeting, and every instrument in writing signed by Receiptholders in accordance with Section 8.14 shall be binding upon all the Receiptholders, whether signatories thereto or not, and each and every Receiptholder and the Subscription Receipt Agent shall be bound to give effect accordingly to every such resolution and instrument in writing.

ARTICLE 9

SUPPLEMENTAL AGREEMENTS AND SUCCESSOR PERSONS

9.1 Provision for Supplemental Agreements for Certain Purposes

From time to time the Corporation and the Subscription Receipt Agent may, without the consent of Receiptholders and subject to the provisions hereof and subject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

(a) adding to the provisions hereof such additional covenants and enforcement provisions as are necessary or advisable by the Subscription Receipt Agent, relying on the opinion of Counsel, provided that such changes are not prejudicial to the interests of the Receiptholders as a group;

(b) giving effect to any special resolution passed as provided in Article 8;

(c) evidencing the succession, or the successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement in accordance with Section 9.2;

(d) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of counsel to the Corporation, prejudicial to the interests of the Receiptholders as a group;

(e) adding to or altering the provisions hereof in respect of the transferability of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;

(f) 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, relying on the opinion of counsel to the Corporation, such modification or relief in no way prejudices any of the rights of the 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 may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and

(g) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel to the Corporation, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.

9.2 Successor Persons

If the Corporation is consolidated, amalgamated or merged with or into any other person or converts or transfers all or substantially all of the properties and assets of the Corporation in their entirety to another person, the successor person or persons formed by such consolidation or amalgamation or into which the Corporation shall have been merged or which shall have received a conveyance or transfer as set out above shall, as a condition precedent to any such transaction, agree to succeed to and be substituted for the Corporation under this Agreement by supplemental agreement with the same effect as nearly as may be possible as if it had been named herein and shall deliver the executed supplemental agreement to the Subscription Receipt Agent. Such changes may be made in the Subscription Receipts as may be appropriate and necessary in view of such consolidation, amalgamation, merger, conveyance or transfer without the need for any approval of the Receiptholders.

ARTICLE 10

CONCERNING THE SUBSCRIPTION RECEIPT AGENT

10.1 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 or wilful misconduct.

(b) The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding in connection herewith, including without limitation, for the purpose of enforcing any rights of the Subscription Receipt Agent or the Receiptholders hereunder shall be conditional upon the Receiptholders furnishing a Receiptholders’ Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take and, 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. No provision of this Agreement will require the Subscription Receipt Agent to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless funded and indemnified 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 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) The Subscription Receipt Agent shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required so to do under the terms hereof; nor shall the Subscription Receipt Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and in the absence of any such notice, the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained 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.

(e) The Subscription Receipt Agent shall have no duties except those 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 other parties hereto and, if its duties herein are affected, unless it shall have given its prior written consent thereto.

(f) The Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it.

(g) 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 or anti-terrorist 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 noncompliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days’ written notice to the Corporation, provided that (i) the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such 10 day period, then such resignation shall not be effective. Every provision of this Agreement that relieves the Subscription Receipt Agent of liability or

entitles it to rely on any evidence submitted to it is subject to the provisions of applicable law.

(h) The Subscription Receipt Agent shall not be liable to account to anyone for the profit it may receive, if any, while holding the Escrowed Funds.

10.2 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 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 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 any provision hereof or pursuant to a request of the Subscription Receipt Agent.

(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) Proof of the execution of an instrument in writing, including a Receiptholders' Request, by any Receiptholder may be made by the certificate of a notary public, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate.

(e) The Subscription Receipt Agent may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent or presented by or on behalf of the proper party or parties.

(f) The Subscription Receipt Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from counsel, or any accountant, appraiser, or other expert or advisor, whether retained or employed by the Corporation or by the Subscription Receipt Agent with respect to any matter arising in relation to any matter arising in the administration of the duties and obligations hereof.

(g) 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 duties hereunder and may pay reasonable remuneration for all services so performed by any of them and 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.

10.3 Securities, Documents and Monies Held by Subscription Receipt Agent

Any securities, documents of title, monies or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Approved Bank or deposited for safekeeping with any such bank.

10.4 Actions by Subscription Receipt Agent to Protect Interest

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

10.5 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 this Agreement or otherwise in respect of the premises.

10.6 Protection of Subscription Receipt Agent

By way of supplement to the provisions of any law for the time being relating to agents it is expressly declared and agreed as follows:

(a) the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 10.8 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates) or be required to verify the same, but all such statements are and shall be deemed to be made by the Corporation;

(b) nothing herein contained will impose on the Subscription Receipt Agent any obligation to see to, or to require evidence of, the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto;

(d) the Subscription Receipt Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any Directors, officers, employees, agents or servants of the Corporation;

(e) 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;

(f) notwithstanding any other provision of this Agreement, and whether such losses or

damages are foreseeable or unforeseeable, the Subscription Receipt Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; and

(g) in addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall at all times indemnify the Subscription Receipt Agent and its affiliates, their successors and assigns, and each of their directors, officers, employees and agents (the " Indemnified Parties ") and save them harmless from and against all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages, costs, charges, assessments, judgments and expenses (including expert consultant and legal fees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Subscription Receipt Agent's duties hereunder, and including any services that the Subscription Receipt Agent may provide in connection with or in any way relating to this Agreement (unless arising from Subscription Receipt Agent's gross negligence, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding. Notwithstanding any other provision hereof, this indemnity shall survive the resignation or removal of the Subscription Receipt Agent and the termination or discharge of this Agreement;

(h) 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;

(i) the Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, wilful misconduct or fraud; and

(j) notwithstanding the foregoing or any other provision of this Agreement, any liability of the Subscription Receipt Agent shall be limited, in the aggregate, to the amount of annual retainer fees paid by the Corporation to the Subscription Receipt Agent under this Agreement in the twelve (12) months immediately prior to the Subscription Receipt Agent receiving the first

notice of the claim.

10.7 Replacement of Subscription Receipt Agent; Successor by Merger

(a) The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 10.7, by giving to the Corporation not less than 30 days' prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Receiptholders by special 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, failing which the retiring Subscription Receipt Agent (at the expense of the Corporation) or any Receiptholder may apply to a justice of the courts of the Province of British Columbia 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 courts of the Province of British Columbia shall be subject to removal as aforesaid by the Receiptholders. Any new subscription receipt agent appointed under any provision of this Section 10.7 shall be a corporation authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the applicable legislation for any other provinces or territories, in such other provinces or 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. At the request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 6.2, shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith.

(b) Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Receiptholders thereof in the manner provided for in Article 11 hereof.

(c) Any corporation into or with which the Subscription Receipt Agent may be merged, consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate 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 10.7(a).

(d) Any Subscription Receipt Certificate certified but not delivered by a predecessor Subscription Receipt Agent may be delivered by the successor Subscription Receipt Agent in the name of the predecessor or successor Subscription Receipt Agent.

10.8 No Conflict of Interest

(a) If a material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipt Certificates shall not be affected

in any manner whatsoever by reason thereof.

(b) The Subscription Receipt Agent, 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 affiliated entity of the Corporation without being liable to account for any profit made thereby.

10.9 Acceptance of Appointment

The Subscription Receipt Agent hereby accepts the appointment as subscription receipt agent in this Agreement and agrees to perform its duties hereunder upon the terms and conditions herein set forth. No trust is intended to be or will be created hereby and the Subscription Receipt Agent shall owe no duties hereunder as a trustee.

10.10 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.

ARTICLE 11 GENERAL

11.1 Notice to the Corporation, Subscription Receipt Agent

(a) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Subscription Receipt Agent shall be deemed to be validly given if delivered by hand courier or by electronic transmission:

(i) if to the Corporation:

TUGA Innovations, Inc. c/o 1200 – 750 West Pender Street Vancouver, BC V6C 2T8 Attention: Faizaan Lalani, CFO Email: [ Email redacted ]

(ii) if to the Subscription Receipt Agent: Odyssey Trust Company Suite 350, 409 Granville Street Vancouver, BC V6C 1T2 Attention: Corporate Trust Email: [ Email redacted ]

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if delivered by electronic transmission on a Business Day, if

delivered prior to 4:00 p.m., on the day of transmission or, if otherwise, on the first Business Day following the day of transmission. Accidental error or omission in giving notice or accidental failure to mail notice to any Receiptholder will not invalidate any action or proceeding founded thereon.

(b) The Corporation or the Subscription Receipt Agent, 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 or the Subscription Receipt Agent, as the case may be, for all purposes of this Agreement.

11.2 Notice to Receiptholders

(a) Unless herein otherwise expressly provided, any notice to the Receiptholders under the provisions of this Agreement shall be valid and effective if delivered or sent by letter or circular through the ordinary post addressed to such holders at their 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, five Business Days following actual posting of the 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 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 Receiptholders or if delivered to the address for such Receiptholders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent.

(c) All notices to joint holders of any Subscription Receipt may be given to whichever one of the holders thereof is named first in the appropriate register hereinbefore mentioned, and any notice so given shall be sufficient notice to all such joint holders of the Subscription Receipt.

11.3 Ownership of Subscription Receipts

The Corporation and the Subscription Receipt Agent may deem and treat the registered owner of any Subscription Receipt Certificate or, in the case of a transferee who has surrendered a Subscription Receipt Certificate in accordance with and as contemplated in Sections 3.3 and 3.5, such transferee, as the absolute owner of the Subscription Receipt represented thereby 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 Receiptholder shall be entitled to the rights evidenced by such Subscription Receipt Certificate free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder thereof and all persons may act accordingly and the receipt of any such Receiptholder for the Underlying Securities which may be acquired pursuant thereto shall be a good discharge to the Corporation and the Subscription Receipt Agent for the same and neither the Corporation nor 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 Satisfaction and Discharge of Agreement

Upon the earliest of:

(a) the issuance of certificates evidencing Underlying Securities to all holders of Subscription Receipts as provided in Subsection 3.3(a) and the payment of monies required to be paid to the Corporation pursuant to Section 3.2; or

(b) the payment of all monies required where a Termination occurs as provided in Subsection 3.5(d),

this Agreement shall cease to be of further effect and the Subscription Receipt Agent, on demand of 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, Section 6.2 and the indemnities provided to the Subscription Receipt Agent by the Corporation herein shall remain in full force and effect and survive the termination of this Agreement.

11.5 Sole Benefit of Parties and Receiptholders

Nothing in this Agreement or in the Subscription Receipt Certificates, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the 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 and the Receiptholders.

11.6 Force Majeure

No party shall be liable to the other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, pandemics, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 11.6.

11.7 Time of Essence

Time is and shall remain of the essence of this Agreement.

11.8 Counterparts

This Agreement may be executed and delivered in counterparts, each of which when so executed and delivered 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.

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

ODYSSEY TRUST COMPANY

Per: "Dan Sander"

Name: Dan Sander Title: President, Corporate Trust

Per: "Amy Douglas" Name: Amy Douglas Title: Director, Corporate Trust

TUGA INNOVATIONS, INC.

Per: "Faizaan Lalani" Name: Faizaan Lalani Title: Chief Financial Officer

SCHEDULE A

FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (i) [INSERT OFFERING CLOSING DATE], AND (ii) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

THE HOLDER OF THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES DELIVERABLE UPON CONVERSION HEREOF SHALL NOT TRADE THE SECURITIES BEFORE [THE DATE THAT IS 4 MONTHS FROM THE DATE OF COMPLETION OF A GOING PUBLIC TRANSACTION AS THAT TERM IS DEFINED IN THE SUBCRIPTION AGREEMENT RESPECTING THESE SECURITIES BETWEEN THE HOLDER AND THE ISSUER OF THESE SECURITIES]

[Subscription Receipt Certificates issued to, or for the account or benefit of, a person in the United States or a U.S. person shall bear the following additional legend:]

TUGA INNOVATIONS, INC.

(A corporation governed by the laws of British Columbia)

Certificate Number: [ ● ]

Number of Subscription Receipts: [ ●

THIS IS TO CERTIFY THAT [ ● ] (the " holder ") is the registered holder of [ ● ] Subscription Receipts represented hereby.

The Subscription Receipts represented by this Subscription Receipt certificate (the " Certificate ") are issued pursuant to a subscription receipt agreement (the " Agreement ") dated ●, 2021 among TUGA Innovations, Inc. (the " Corporation ") and Odyssey Trust Company (the " Subscription Receipt Agent ").

Capitalized terms used in the Agreement have the same meanings herein as therein, unless otherwise defined herein.

Each Subscription Receipt entitles the holder:

(a) provided that the Escrow Release Time occurs on or before 11:59 p.m. (Vancouver) on March 31, 2022 (the " Escrow Release Deadline "), to receive automatically, without any further action required by such holder and without the payment of any additional consideration at the Escrow Release Time one fully paid and non-assessable common share of the Corporation (a " Common Share ") and one-half of one Common Share purchase warrant (a " Warrant "), with each whole Warrant entitling the holder thereof to purchase one Common Share at a price equal to $1.00 per share for a period of 18 months from the Conversion Date; or

(b) in the event Termination occurs, at the Termination Payment Time, to receive out of the Escrowed Funds or, if the Escrowed Funds are insufficient, from the Corporation, the Refund Amount. To the extent that the Escrowed Funds are insufficient to cover the Refund Amount, the Corporation shall be responsible and liable to the holders of Subscription Receipts, with no further recourse by the holders of the Subscription Receipts against the Corporation, for any Shortfall and shall contribute such amounts as are necessary to satisfy any Shortfall such that each holder of Subscription Receipts will receive the Refund Amount.

This Certificate also evidences the receipt by the Corporation of the Subscription Price of $0.40 for each Subscription Receipt represented hereby, which funds shall be delivered in escrow to the Subscription Receipt Agent, pursuant to the Agreement.

The Subscription Receipts represented hereby are issued under and pursuant to the Agreement. Reference is hereby made to the Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the holders of the Subscription Receipts and the terms and conditions upon which such Subscription Receipts are, or are to be, issued and held, all to the same effect as if the provisions of the Agreement and all instruments supplemental or ancillary thereto were herein set forth, and to all of which provisions the holder of these Subscription Receipts by acceptance hereof assents. In the event of a conflict or inconsistency between the terms of the Agreement and this Certificate, the terms of the Agreement shall prevail.

The holding of the Subscription Receipts evidenced by this Certificate shall not constitute the holder hereof a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as herein and in the Agreement expressly provided. The Agreement provides for adjustment in the number of Common Shares and Warrants to be issued upon the exchange of the Subscription Receipts, evidenced by this Certificate upon the occurrence of certain events set forth therein.

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

The Agreement contains provisions making binding upon all holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and by instruments in writing signed by the holders of a specified majority of the outstanding Subscription Receipts.

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

After the Escrow Release Time, this Certificate and all rights hereunder, other than the right to receive the Common Shares and the Warrants, will be void and of no further value or effect.

Time shall be of the essence hereof. This Certificate is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed by its duly authorized representatives as of , 2021.

TUGA INNOVATIONS, INC.

Per:

Name: Faizaan Lalani Title: Chief Financial Officer

This Certificate is one of the Subscription Receipt Certificates referred to in the Subscription Receipt Agreement. Countersigned this , 2021.

ODYSSEY TRUST COMPANY

Per:

Authorized Signatory

SCHEDULE B

FORM OF ESCROW RELEASE NOTICE

TO: Odyssey Trust Company (the " Subscription Receipt Agent ")

Reference is made to the subscription receipt agreement dated as of ●, 2021 among the Corporation and the Subscription Receipt Agent (the " Subscription Receipt Agreement "). All capitalized terms used herein without definition having the meanings specified thereto in the Subscription Receipt Agreement.

In accordance with the provisions of the Subscription Receipt Agreement, the Corporation hereby confirms that the Escrow Release Conditions have been satisfied.

In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed and authorized, in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:

(a) $[●] to be retained for your outstanding fees and expenses;
(b) as to the balance to the Corporation by wire transfer to the following account:

Beneficiary Name Beneficiary Address Beneficiary Bank Name Street Address of Beneficiary Bank BIC code SWIFT Code Bank # Transit # Beneficiary Account #

The Underlying Securities shall be deemed to be issued at the Escrow Release Time notwithstanding that a certificate evidencing such Underlying Securities has not been issued. The Corporation hereby confirms that the allotment and issue of the Underlying Securities has been duly authorized by all necessary action and are fully paid and non-assessable.

The foregoing notice and direction, which may be signed in counterparts and delivered electronically, is irrevocable and shall constitute your good and sufficient authority for making such payments and issuances as directed above.

DATED the __ day of ___, 2021.

TUGA INNOVATIONS, INC.

Per: Name: Faizaan Lalani Title: Chief Financial Officer

AI assistant

TUGA Innovations, Inc. — Capital/Financing Update 2021

48216_rns_2021-10-01_94883965-cfff-442a-96f0-a67034b732a9.pdf

TUGA INNOVATIONS, INC.

ODYSSEY TRUST COMPANY

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issuance of Subscription Receipts

TABLE OF CONTENTS

SUBSCRIPTION RECEIPT AGREEMENT

BETWEEN:

TUGA INNOVATIONS, INC.

ODYSSEY TRUST COMPANY

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Headings

1.3 References

1.4 Certain Rules of Interpretation

1.5 Day Not a Business Day

1.6 Applicable Law

1.7 Conflict

1.8 Currency

1.9 Severability

1.10 Schedules

1.11 Meaning of "outstanding" for Certain Purposes

1.12 Calculations

ARTICLE 2 ISSUE OF SUBSCRIPTION RECEIPTS

2.1 Issue of Subscription Receipts

2.2 Payment Acknowledgement

2.3 Terms of Subscription Receipts

2.4 Fractional Subscription Receipts

2.5 Register for Subscription Receipts

2.6 Registers Open for Inspection

2.7 Receiptholder not a Shareholder

2.8 Subscription Receipts to Rank Pari Passu

2.9 Signing of Subscription Receipt Certificates

2.10 Certification by the Subscription Receipt Agent

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

2.12 Exchange of Subscription Receipt Certificates

2.13 Registration of Subscription Receipts

2.14 Funds to be Placed in Escrow

2.15 Subscription Receipts and Trading

2.16 Cancellation of Surrendered Subscription Receipt Certificates

ARTICLE 3 ESCROW RELEASE OR TERMINATION

3.1 Notice of Escrow Release Conditions

3.2 Release of the Escrowed Funds

3.3 Issue of Underlying Securities and Payment Thereon

3.4 Fractions

3.5 Payment on Termination

3.6 Additional Payments by the Corporation

3.7 Withholding

ARTICLE 4 ADJUSTMENT

4.1 Definitions

4.2 Adjustment

4.3 Duties of the Subscription Receipt Agent

4.4 Notice and Certificate of Adjustment

ARTICLE 5

INVESTMENT OF PROCEEDS AND PAYMENT OF INTEREST

5.1 Investment of Proceeds

Approved Banks

5.2 Third Party Interest

ARTICLE 6 RIGHTS OF THE CORPORATION AND COVENANTS

6.1 General Covenants

6.2 Subscription Receipt Agent's Remuneration, Expenses and Indemnification

6.3 Performance of Covenants by Subscription Receipt Agent

6.4 Accounting

6.5 Payments by Subscription Receipt Agent

6.6 Regulatory Matters

6.7 Anti-Money Laundering

6.8 Privacy

6.9 Use of Accounts

ARTICLE 7 ENFORCEMENT

7.1 Suits by Receiptholders

ARTICLE 8 MEETINGS OF RECEIPTHOLDERS

8.1 Right to Convene Meetings

8.2 Notice

8.3 Chairman

8.4 Quorum

8.5 Power to Adjourn

8.6 Show of Hands

8.7 Poll and Voting

TUGA Innovations, Inc. Capital/Financing Update 2021