Whitewater Acquisition Corp.

AGENCY AGREEMENT

THIS AGREEMENT dated for reference September 20, 2021, is made

BETWEEN

WHITEWATER ACQUISITIONS CORP., a corporation incorporated under the laws of the Province of British Columbia, with its head office at #1305 – 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7

(the “Company” )

AND

HAYWOOD SECURITIES INC., a corporation incorporated under the laws of the Province of British Columbia, with its head office in the City of Vancouver, in the Province of British Columbia

(the “Agent” )

WHEREAS:

A. the Company wishes to raise funds for the purposes described in the Prospectus (as defined herein) in the amount of $250,000 by the sale of the Offered Common Shares (as defined herein) to the Purchasers (as defined herein);
B. the Company has agreed to file a Prospectus in accordance with the Securities Legislation (as defined herein) in the Provinces of British Columbia, Alberta and such other jurisdictions as may be agreed to by the Company and the Agent in order to qualify for distribution of the Offered Common Shares, the CPC Stock Options (as defined herein) and the Agent's Warrants (as defined herein); and
C. the Company has agreed to retain the Agent as its exclusive agent to solicit subscriptions for the Offered Common Shares offered pursuant to the Prospectus using commercially reasonable efforts agency basis and the Agent has agreed to act as trustee of all Subscription Funds (as defined herein) on behalf of the Company subject to the terms and conditions hereof;

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 For the purposes of this Agreement, including the recitals and any amendments hereto, the following words and phrases shall have the following meanings:
(a) “ Agent’s Commission ” has the meaning ascribed thereto in Section 3.1(b);
(b) " Agent's Fees " means the fee which is set out in ARTICLE 3 of this Agreement and which is payable by the Company to the Agent in consideration of the services performed by the Agent under this Agreement;
(c) “ Agent's Warrant Certificate ” has the meaning ascribed thereto in Section 3.3;
(d) " Agent's Warrants " means the non-transferable Warrants to purchase Common Shares which will be issued as part of the Agent's Fee and which have the terms provided in this Agreement and the certificates representing such Warrants, each such Warrant being exercisable until the earlier of: (i) the date that is 60 months following the Closing Date, and (ii) the date that is 12 months from the closing of the Qualifying Transaction, at an exercise price of $0.10 per Common Share;
(e) " Agent's Warrant Shares " means the Common Shares issued to the Agent on exercise of the Agent's Warrants;
(f) “ Agreement ” means this agreement;
(g) “Agreement in Principle” has the meaning given in the Policy;
(h) “ Closing ” means the completion of the Offering and the transactions herein contemplated on the Closing Date as herein provided;
(i) “ Closing Date ” means a date as may be agreed upon by the Company and the Agent, such date being no later than 90 days from the date of issuance of a receipt for the Prospectus by the Principal Regulator, or such other later date as may be permitted by Securities Legislation and as may be agreed to by the Company and the Agent;
(j) “ Commissions ” means, collectively, the British Columbia Securities Commission and the Alberta Securities Commission;
(k) “ Common Shares ” means the common shares in the capital of the Company;
(l) “ Corporate Finance Fee ” has the meaning ascribed thereto in Subsection 3.1(a);
(m) “ CPC Stock Options” means the 750,000 Options to purchase Common Shares at a price of $0.10 per Common Share for a period of five years from the date of grant, to be granted by the Company to the directors and officers of the Company in accordance with the Prospectus and the Policy;
(n) “ Exchange ” means the TSX Venture Exchange Inc.;
(o) “ Financial Statements ” has the meaning ascribed thereto in Subsection 6.1(m);
(p) “ IFRS ” means the International Financial Reporting Standards as issued by the International Accounting Standards Board;
(q) “ Indemnitor ” has the meaning ascribed thereto in Section 13.1;
(r) “ Listing Date ” means the date that the Common Shares of the Company are first listed for trading on the Exchange;
(s) “ Offered Common Shares ” means the 2,500,000 Common Shares offered for sale by the Company at a price of $0.10 per Common Share for aggregate gross proceeds of $250,000;
(t) “ Offering ” means the offer by the Company, through the Agent, to sell the Offered Common Shares as contemplated by the Prospectus and this Agreement;
(u) “ Policy ” means Policy 2.4 of the Exchange entitled “Capital Pool Companies” and shall include all orders, policies, rules, regulations, by-laws and procedures of the Commissions and the Exchange pertaining to capital pool companies as may be authorized by the Commissions, as amended from time to time;
(v) “ Preliminary Prospectus ” means the preliminary prospectus of the Company dated July 14, 2021, duly approved, signed, certified and filed with the Commissions and the Exchange and any amendments thereto approved, signed and certified in accordance with the Securities Legislation, relating to the Offering and the qualification for distribution of the Offered Common Shares, CPC Stock Options and Agent's Warrants in the Qualifying Jurisdictions;

(w) “ Principal Regulator ” means the British Columbia Securities Commission, pursuant to Multilateral Instrument 11-102 Passport System ;
(x) “ Prospectus ” means the final prospectus of the Company and any amendment thereto, duly approved, signed, certified and filed with the Commissions and the Exchange in accordance with the Securities Legislation and relating to the Offering and the qualification for distribution of the Offered Common Shares, CPC Stock Options and Agent's Warrants in the Qualifying Jurisdictions;
(y) " Purchaser " or “ Purchasers ” means a subscriber or those subscribers whose offer to purchase Offered Common Shares are accepted by the Agent and the Company;
(z) “ Qualifying Jurisdictions ” means the Provinces of British Columbia and Alberta;
(aa) “ Qualifying Transaction ” has the meaning given in the Policy;
(bb) “ Securities Legislation ” means the applicable securities legislation, policies, notices and orders of the Qualifying Jurisdictions including the national policy statements applied therein, and the policies and by-laws of the Exchange, as amended from time to time;
(cc) “ Subscription Funds ” means the gross proceeds received in respect of subscriptions for Offered Common Shares pursuant to and in accordance with the terms of the Prospectus and this Agreement; and
(dd) “ Time of Closing ” means 8:00 a.m. (Vancouver time) on the Closing Date or such other time on the Closing Date as the Company and the Agent may agree.
1.2 For the purposes of this Agreement, all references to “dollars” or “$” shall mean Canadian funds, unless otherwise specified.
1.3 The headings of the Articles of this Agreement are inserted for convenience of reference only and shall not in any manner affect the construction or meaning of anything herein contained or govern the rights or liabilities of the parties hereto.
1.4 Words importing the singular number only shall include the plural and vice versa and words of gender shall entail all genders, including the neuter gender and words importing persons shall include companies, corporations, partnerships, syndicates, trusts and any number or aggregate of persons.

ARTICLE 2 APPOINTMENT OF AGENT

2.1 Subject to the terms hereof, the Company hereby appoints the Agent as, and the Agent hereby agrees to act as, the exclusive agent of the Company to solicit subscriptions from Purchasers on a commercially reasonable efforts basis to purchase Offered Common Shares pursuant to the Offering. The Agent may retain as sub-agents other registered securities dealers in the Qualifying Jurisdictions and may receive subscriptions from such securities dealers, provided however, that the Company will not be liable for payment of any compensation or fees to the sub-agents or other registered securities dealers. The Agent shall act as agent only and shall be under no obligation to purchase any of the Offered Common Shares. The Agent shall be under no liability for any failure to sell any or all of the Offered Common Shares offered hereunder or to engage sub-agents, provided however that the Agent uses commercially reasonable efforts to obtain subscriptions to purchase all of the Offered Common Shares.
2.2 The Agent shall secure from each proposed Purchaser hereunder such certificates, documents and forms as may be required by the Securities Legislation and such questionnaires, undertakings and other material as may, in the opinion of the Agent or its counsel, be required by the Commissions or the Exchange.

2.3 The Agent shall receive, tabulate, hold and account for all Subscription Funds received by it.
2.4 The Agent may accept Subscription Funds in the form of cash, certified cheque or bank draft.
2.5 The Agent shall hold Subscription Funds on behalf of the Purchasers until the Time of Closing at which time such funds shall be released in accordance with the provisions of ARTICLE 5 hereof.

ARTICLE 3 AGENT’S FEES

3.1 In consideration of the Agent agreeing to act as agent for the Offering, the Company agrees to pay to the Agent:
(a) a non-refundable corporate finance fee (the “ Corporate Finance Fee ”) in the amount of $10,000 plus GST, being a total of $10,500; and
(b) at the Time of Closing, upon due completion of the sale of the Offered Common Shares, a commission equal to 10.0% of the Subscription Funds (the “ Agent’s Commission ”), provided that no such commission shall be payable unless the Closing occurs. The Agent’s Commission shall be paid by the Company to the Agent by the Agent deducting such amounts from the Subscription Funds on the Closing Date, or in such other manner as is satisfactory to the Agent.
3.2 If the Agent retains sub-agents or receives subscriptions from sub-agents, the Agent, in its sole discretion, shall pay them a fee as may be agreed among the Agent and such sub-agents, but in no event shall the Company be required to pay a fee in excess of the Corporate Finance Fee and the Agent’s Commission.
3.3 On the express condition precedent that Closing occurs, the Company hereby agrees to grant to the Agent and its designated sub-agents, if any, at the Time of Closing, such number of Agent's Warrants as is equal to 10.0% of the number of Offered Common Shares sold under the Offering, and to execute and deliver a certificate or certificates, as the case may be, setting forth the terms and conditions of the Agent's Warrants (the “ Agent's Warrant Certificate ”). The Agent's Warrants shall be qualified under and be distributed pursuant to the Prospectus.

ARTICLE 4 SUBSCRIPTIONS

4.1 Residents of the Qualifying Jurisdictions may subscribe for the Offered Common Shares by delivering to the Agent, or any sub-agent retained pursuant to Section 2.1 hereof, on or prior to the Closing Date:
(a) payment of the aggregate subscription price in respect of the Offered Common Shares subscribed for;
(b) the appropriate offer to purchase Common Shares together with such certificates, documents and forms as, in the opinion of the Agent or the Agent’s counsel, may be required; and
(c) appropriate delivery and registration instructions in respect of the Offered Common Shares subscribed for.
4.2 Subscription Funds received by the Agent shall be held by the Agent in trust for the Purchasers pursuant to the terms of this Agreement, and shall be dealt with by the Agent as provided in ARTICLE 5 hereof.

ARTICLE 5 RELEASE OF SUBSCRIPTION FUNDS

5.1 The Agent shall not deliver any Subscription Funds received by it to the Company until it shall have received aggregate subscriptions equal to $250,000.
5.2 If subscriptions in the aggregate of $250,000 are not received by the Agent, or if the Agent has not received the documentation referred to in Subsection 4.1(b) hereof, at or prior to the Time of Closing, the Agent shall, promptly thereafter, remit by ordinary mail, or such other means as may be agreed to between the Agent and the Purchasers, and in any case not later than 15 days from the Closing Date, to each Purchaser whose Subscription Funds are held by the Agent, its Subscription Funds, without interest or deduction, unless the Purchaser otherwise instructs the Agent.
5.3 If the subscription of any Purchaser delivered to the Agent is for any reason rejected (in whole or in part) by the Company, the Subscription Funds in respect of such rejected subscription shall be forthwith returned to such Purchaser without interest or deduction.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

6.1 The Company represents and warrants to the Agent, and hereby acknowledges that the Agent is relying on such representations and warranties in entering into this Agreement, as follows:
(a) the Company has been duly incorporated and organized and is valid and subsisting and in good standing under the laws of British Columbia and has all the requisite corporate power and capacity to carry on its business as now conducted and as presently proposed to be conducted as described in the Prospectus;
(b) the Company has the corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms;
(c) the Company is the beneficial owner of the assets referred to in the Prospectus, and any and all agreements pursuant to which the Company holds any interest in such assets are in good standing according to the terms thereof and in full force and effect, and there has not been any default in any obligation to be performed thereunder;
(d) all assets of the Company are free and clear of any liens, charges or encumbrances, except as disclosed in the Prospectus;
(e) the Company is not a party to a material contract which is not disclosed in the Prospectus and the material contracts disclosed in the Prospectus constitute valid and binding obligations of the parties thereto, enforceable against each of such parties in accordance with their respective terms except as enforcement may be limited by general principles of equity, applicable bankruptcy, insolvency, preference and reorganization laws and other laws generally affecting the enforcement of creditors’ rights and the availability of discretionary judicial remedies;
(f) the Company has complied and will comply fully with the requirements of all applicable corporate and securities laws and administrative policies and directions, including, without limitation, the Securities Legislation and its regulations and the Business Corporations Act (British Columbia) in all material respects in relation to the issue and trading of its securities and in all matters relating to the Offering;
(g) the Company is in compliance with all applicable laws, regulations and statutes (including all environmental laws and regulations) in all material respects in the jurisdictions in which

it carries on business and which may materially affect the Company, has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Company or the business or legal environment under which the Company operates;

(h) the Company has no business operations of any kind other than as permitted by the Policy;
(i) the authorized capital of the Company consists of the share capital as disclosed in the Prospectus, and all of the issued and outstanding Common Shares have been duly issued in compliance with all applicable securities laws and are fully paid and non-assessable; and to the best of the knowledge of the Company, none of the issued and outstanding Common Shares of the Company are owned directly or indirectly by any director, officer, employee or contractor of the Agent or any Affiliates (as defined in Policy 1.1 of the Exchange) of any of the foregoing except as disclosed in the Prospectus; and no person, firm or corporation has any agreement or option, or right or privilege, whether pre-emptive or contractual, capable of becoming an agreement, including convertible securities, for the purchase, subscription or issuance of any unissued Common Shares or other securities of the Company except as disclosed in the Prospectus;
(j) there are no other agreements with respect to the securities of the Company between shareholders of the Company not disclosed in the Prospectus;
(k) to the knowledge of the management of the Company, there is no action, proceeding or investigation pending or threatened against the Company before or by any federal, provincial, state, municipal, county or other governmental department, commission, board or agency, domestic or foreign, which may result in any material adverse change in the business or in the condition, financial or otherwise, of the Company, or which questions the validity of any action taken or to be taken by the Company pursuant to or in connection with this Agreement or as contemplated by the Preliminary Prospectus or the Prospectus;
(l) there is not, in the constating documents of the Company or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Company is a party, any restriction upon or impediment to the declaration or payment of dividends by the directors of the Company or the payment of dividends by the Company to the holders of its Common Shares;
(m) the audited financial statements (the “ Financial Statements ”) of the Company included in the Prospectus, including the notes thereto, present fairly, in all material respects, the financial position of the Company at the date indicated in the Financial Statements, reflect all liabilities (absolute, accrued, contingent or otherwise) and have been prepared in accordance with IFRS applied on a consistent basis and there has not been any material adverse change in such position since such date;
(n) the auditors of the Company who audited the Financial Statements and who provided their audit report thereon are independent public accountants as required under Securities Legislation and there has never been a reportable disagreement (within the meaning of National Instrument 51-102 Continuous Disclosure Requirements ) with the present auditors of the Company;
(o) the Financial Statements have been approved by the Company’s directors;
(p) there has been no material adverse change in the assets, financial position or business of the Company and the Company has not entered into a transaction of a nature material to the Company since the date of the Financial Statements;

(q) no event has occurred which would require the Prospectus to be amended which has not been so set forth;
(r) except as disclosed herein or in the Preliminary Prospectus or the Prospectus, there is no person, firm or corporation acting or purporting to act for the Company which is entitled to any brokerage or finder’s fee in connection with any of the transactions contemplated hereunder;
(s) the Company has not entered into any transactions other than as disclosed in the Preliminary Prospectus and the Prospectus;
(t) the Company has not identified a proposed Qualifying Transaction or reached an Agreement in Principle with any party;
(u) the Company is not in any breach or violation of, and the execution and delivery by the Company of this Agreement and the performance of its obligations hereunder will not result in any breach or violation of, or be in conflict with, or constitute a default, to any material extent, under any term or provision of the constating documents of the Company or any shareholders’ or directors’ resolutions of the Company, or any agreement, order, decree, statute, by-law, covenant or restriction to which the Company is a party or by which the Company or any of its property is bound;
(v) no approval, authorization, consent or other order of any governmental authority is required in connection with the execution and delivery or with the performance by the Company of this Agreement except requisite filings with the Commissions and the Exchange;
(w) to the knowledge of the management of the Company, none of the directors or senior officers of the Company, or any holder of more than 10% of its outstanding Common Shares, or any Associate or Affiliate (as such terms are defined in the Securities Legislation) of any of the foregoing persons or companies has, or has had any material interest, direct or indirect, in any continuing or existing material transaction or has any material interest, direct or indirect, in any proposed material transaction which, as the case may be, is material to or will materially affect the Company, except as stated in the Preliminary Prospectus and the Prospectus;
(x) no securities commission or other governmental authority has issued any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus and, to the knowledge of the management of the Company, the Company is not in default of any requirement of the Securities Legislation;
(y) except as disclosed in the Preliminary Prospectus and the Prospectus, no order ceasing or suspending trading in securities of the Company, or to the best of the Company’s knowledge after due inquiry, against its directors, officers or promoters or against any other companies that have common directors, officers or promoters, and no proceedings for this purpose have been instituted, are pending, contemplated or threatened;
(z) all statements, facts, data, information and material made, furnished or provided from time to time by the Company in writing to the Agent relating to the Company, its directors, officers and shareholders and the Purchasers are true and correct, and all material facts relating to the Company and its directors, officers and shareholders have been fully disclosed to the Agent and such statements, facts, data, information and material did not and do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make any statement or fact contained therein not misleading in light of the circumstances in which it was made;
(aa) the directors and senior officers of the Company have reviewed the Preliminary Prospectus and will have reviewed the Prospectus and the directors have or will have duly approved the Preliminary Prospectus and the Prospectus and the filing of the Prospectus and will

have authorized its distribution by the Agent to the Purchasers hereunder at the respective times they are filed with the Commissions and the Exchange;

(bb) except statements of fact relating solely to the Agent, for which the Company makes no representation or warranty, the Preliminary Prospectus and the Prospectus contain full, true and plain disclosure of all material facts in relation to the Offered Common Shares, the Agent's Warrants and the CPC Stock Options as required by the Securities Legislation, including without limitation the Policy;
(cc) none of the statements or facts contained in the Preliminary Prospectus or the Prospectus are false or misleading in any way and there has been no omission to state any material fact therein necessary in order to make any statement contained therein not misleading in light of the circumstances in which it was made;
(dd) upon payment of the proceeds for the Offered Common Shares on the Closing Date, the Offered Common Shares will be validly authorized and issued, the Agent's Warrants will be validly created, authorized and delivered and the Common Shares issued upon the exercise of the Agent's Warrants will be validly authorized, allotted and reserved for issuance upon the exercise of the Agent's Warrants and the Offered Common Shares and the Common Shares issued upon the exercise of the Agent's Warrants will, when issued, be issued as fully paid and non-assessable Common Shares and will be issued free and clear of all liens, charges or encumbrances of any kind whatsoever;
(ee) the Company’s directors and officers, as disclosed in the Prospectus, have been duly elected or appointed and hold the offices indicated in the Prospectus;
(ff) as at the date hereof, the minute book of the Company is true, complete and correct in all material respects and contains the minutes of all meetings and all resolutions of the directors and shareholders thereof; and
(gg) at or prior to the time of filing the Prospectus with the Commissions, the Exchange will have granted conditional approval to list the Common Shares to be issued pursuant to the Offering and the Common Shares issuable upon the exercise of the Agent's Warrants and the CPC Stock Options.

ARTICLE 7 COVENANTS OF THE COMPANY

7.1 Forthwith following execution of this Agreement, the Company will use its best efforts to take or cause to be taken all steps and proceedings that may be necessary under the Securities Legislation, including but not limited to, the filing of the Prospectus and the obtaining of a final receipt pursuant to Multilateral Instrument 11-102 Passport System therefor from the Principal Regulator, to qualify the Offered Common Shares for distribution to the public resident in the Qualifying Jurisdictions through the Agent and sub-agents, if any, or other registered securities dealers and to qualify for distribution the Agent's Warrants and the CPC Stock Options.
7.2 The Company shall promptly notify the Agent in writing of full particulars of any material change, actual, anticipated or threatened, during the period of distribution to the public of the Offered Common Shares pursuant to the Offering:
(a) in the business or affairs of the Company of which the Company is aware;
(b) in the directors or officers of the Company of which the Company is aware;
(c) in any material fact contained or referred to or omitted in the Preliminary Prospectus or the Prospectus or in any material supplemental thereto supplied by the Company, which is of such a nature as to render the Preliminary Prospectus or the Prospectus or material supplemental thereto, misleading or untrue;

(d) in any statements, facts, data, personal information form or materials provided to the Agent with respect to the directors, officers and insiders of the Company, of which the Company is aware, which is of such a nature as to render the Preliminary Prospectus or the Prospectus misleading or untrue; or
(e) in any of the representations and warranties contained in ARTICLE 6 herein,

and the Company shall file under the Securities Legislation, with all possible dispatch, and in any event within any statutory limitation therefor, such new or correcting information, amendments and other documents as the circumstances may require. The Company shall further provide the Agent with copies of such information, amendments or other documents as the Agent may reasonably require.

7.3 The Company shall in good faith discuss with the Agent any change in circumstances which is of a nature that there is reasonable doubt as to whether notice in writing need be given to the Agent pursuant to Section 7.2 hereof.
7.4 The Company covenants with the Agent that, during the period of distribution to the public of the Offered Common Shares, it will advise the Agent promptly of any request of the Commissions, the Exchange or other regulatory body for any amendment to the Prospectus or for any additional information and, until the Closing Date, the issuance by the Commissions, the Exchange or any other regulatory body of any cease trading order or suspension order relating to the Common Shares or of the institution of any such proceedings. The Company covenants to use its commercially reasonable efforts to prevent the issuance of any such cease trading order or suspension order and, if issued, to obtain the withdrawal thereof as soon as possible.
7.5 The Company from time to time at its expense shall deliver to the Agent, at the direction of the Agent, as many commercial copies of the Prospectus (and in the event of an amendment, of such amended Prospectus) as the Agent may reasonably request, and any such delivery shall constitute the consent of the Company to the use thereof in connection with the Offering, subject to the provisions of the Securities Legislation relating thereto.
7.6 Delivery of the Preliminary Prospectus and the Prospectus and any supplementary material shall constitute a representation and warranty by the Company to the Agent that all information and statements (except information and statements relating solely to or provided solely by the Agent) contained in the Preliminary Prospectus and the Prospectus and supplementary material are true and correct in all material respects at the time of delivery thereof and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and that no material fact has been omitted therefrom (except facts relating solely to the Agent) which is required to be stated therein or is necessary to make the statements or information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Company’s consent to the Agent’s use of the Preliminary Prospectus and the Prospectus, any supplementary material and any other public documents supplied to the Agent by the Company for the distribution of the Offered Common Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and the Securities Legislation.
7.7 The proceeds received by the Company from the sale of the Offered Common Shares will be used by the Company as described in the Preliminary Prospectus and the Prospectus under the heading “Use of Proceeds” and in compliance with the provisions of the Policy.
7.8 The Company will take all necessary action to extra-provincially register the Company in a timely manner, whenever the business or property of the Company makes such registration necessary.
7.9 The Company will take all necessary action and make all necessary filings with the Exchange to complete its application for listing the Common Shares on the Exchange in order to effect the listing and posting for trading of the Common Shares on the Listing Date.
7.10 The Company will not take any action which would be reasonably expected to result in the delisting or suspension of its Common Shares on or from the Exchange or on or from any stock exchange,

market or trading or quotation facility on which its Common Shares are listed or quoted and the Company will comply, in all material respects, with the rules and regulations thereof.

7.11 The Company will promptly deliver to the Agent at Closing all documents or information reasonably requested by the Agent in relation to the transactions contemplated in this Agreement and in relation to the performance by the Agent of its due diligence investigations in respect of the Preliminary Prospectus and the Prospectus and the listing of the Common Shares of the Company on the Exchange, including, without limitation, personal information forms for all insiders, officers and directors, financial statements, consent of insiders to background, credit, educational and other checks, shareholder lists, business plans, etc.
7.12 The Agent may, in its sole discretion, retain at the Company’s expense, any agents, experts, professionals or others which it deems necessary or advisable in order to perform its obligations and due diligence procedures under this Agreement and in accordance with the Policy and Exchange Policy 2.2, if applicable, and the Company covenants that it will comply with all reasonable requests by such agents, experts or professionals in respect of their investigations into the business and affairs of the Company, including any requests for access to the Company’s operations, property and facilities.
7.13 The Company will provide to the Agent in advance any press release relating to the Offering and the Company will use its commercially reasonable efforts to agree to the form and content thereof with the Agent prior to the release thereof. No press release will be issued in the United States by the Company concerning the Offering during the Offering and any press release issued by the Company concerning the Offering shall include the following:

“This news release does not constitute an offer or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ US Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to a US Person unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.”

7.14 Until the Company completes a Qualifying Transaction, the Company will comply in all material respects with all applicable provisions of the Policy. The Company will use its commercially reasonable efforts to maintain its status as a reporting issuer not in default of any Securities Legislation in the Qualifying Jurisdictions for a period of 24 months following the date that its Common Shares are listed and posted for trading on the Exchange and will use its commercially reasonable efforts to maintain its listing on the Exchange during such 24 months and to complete a Qualifying Transaction within such 24 months.

ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF THE AGENT

8.1 The Agent represents and warrants to the Company and acknowledges that the Company is relying thereon that:
(a) it is a valid and subsisting corporation duly incorporated, continued or amalgamated and in good standing under the laws of the jurisdiction in which it was incorporated, continued or amalgamated;
(b) it is duly registered under Securities Legislation to sell the Offered Common Shares in the Qualifying Jurisdictions;
(c) it is a member in good standing of the Exchange; and

(d) this Agreement has been authorized by all necessary corporate action on the part of the Agent and is a valid and binding obligation of the Agent enforceable in accordance with its terms.

ARTICLE 9 COVENANTS OF THE AGENT

9.1 The Agent hereby covenants, subject to the conditions contained in ARTICLE 10 hereof, to use commercially reasonable efforts to solicit subscriptions for the Offered Common Shares in the Qualifying Jurisdictions and without limiting the generality of the foregoing, to obtain subscriptions from at least 150 Purchasers (or such lesser number as is acceptable to the Exchange), each of such Purchasers:
(a) purchasing beneficially at least 1,000 Common Shares free of Resale Restrictions exclusive of any Common Shares held by Non Arm’s Length Parties to the Company (as such terms are defined in Exchange Policy 1.1);
(b) for 75% of the Offered Common Shares, individually purchasing, directly or indirectly, no more than 2% of the Offered Common Shares, and in the aggregate, with such Purchaser’s Associates and Affiliates (as such terms are defined in the Exchange Policy 1.1), purchasing, directly or indirectly, no more than 4% of the Offered Common Shares;
(c) not becoming an Insider (as such term is defined in Exchange Policy 1.1) as a result of beneficially owning or controlling, directly or indirectly, greater than 10% of the Common Shares directly following completion of the Offering (other than as disclosed in the Prospectus); and
(d) not being a Non Arm’s Length Party (as that term is defined in Exchange Policy 1.1) to the Company, provided, however, that any Purchaser in excess of the 150 minimum Purchasers may be a Non Arm’s Length Party if that Purchaser complies with the requirements of the Policy.
9.2 The Agent hereby covenants and agrees, subject to the conditions contained in ARTICLE 10 hereof, that it will not solicit subscriptions for the Offered Common Shares except in compliance with Securities Legislation, and only in the Qualifying Jurisdictions, the rules, policies and by-laws of the Exchange and the terms and conditions set forth in the Prospectus and this Agreement.
9.3 The Agent will deliver to each Purchaser a copy of the Prospectus sufficiently in advance of the Time of Closing such that all withdrawal rights under the Securities Legislation will have expired on or before the Time of Closing.
9.4 The obligation of the Agent to execute any certificate or deliver any documents pertaining to the Preliminary Prospectus and the Prospectus shall be conditional upon compliance by the Company to the date of such execution and delivery with each of its covenants contained in this Agreement to be complied with prior to the filing of either the Preliminary Prospectus or the Prospectus, as the case may be.
9.5 The Agent covenants and agrees that it shall:
(a) provide all such notices and documents as may be required by Securities Legislation in connection with the Offering, including those required for the Prospectus by the orders, policies, rules, regulations, by-laws and procedures of the Commissions and the Exchange which govern capital pool company offerings, as amended from time to time; and
(b) deliver to the Exchange as soon as reasonably possible prior to the Closing Date, a Distribution Summary Statement (Form 2E) as required by Section 3.2 of Policy 2.3 of the Exchange.

ARTICLE 10 TERMINATION

10.1 The obligations of the Agent contained in this Agreement may be terminated by the Agent in the event that prior to the Time of Closing:
(a) any order operating to restrict, prevent or cease trading, including communicating with persons to obtain expressions of interest, in the Common Shares is made pursuant to Securities Legislation;
(b) the Company is in breach of any material term, condition or covenant of this Agreement;
(c) the Agent determines that any of the representations or warranties made by the Company in this Agreement are false or have become false;
(d) there is, in the sole opinion of the Agent, a material change or a change in any material fact or a new material fact shall arise which would be expected to have an adverse change or effect on the business, affairs, prospects or financial condition of the Company;
(e) any adverse change, in the sole opinion of the Agent, occurs in or to the state of the financial markets generally, or there shall occur any changes (actual, anticipated, contemplated or threatened) in the assets, liabilities, business or operations of the Company which, in the sole opinion of the Agent, could be expected to have an adverse effect on the market price or value of the Common Shares of the Company or adversely affects or may adversely affect the marketability of the Offered Common Shares of the Company;
(f) any inquiry, investigation or other proceeding (whether formal or informal) in relation to the Company, its affairs, records or accounts or any of its directors or officers or any of its principal shareholders is commenced, announced or threatened, or any order is issued by a federal, provincial or other government authority or by any stock exchange, or there is any change of law which, in the sole opinion of the Agent, operates or will operate to prevent or to restrict the trading of the Common Shares or the distribution of any Common Shares or materially adversely affects or may materially adversely affect the marketability of the Common Shares;
(g) if there should develop, occur or come into effect or existence any event, action, state, condition or financial occurrence of consequence or any governmental action, law, regulation, inquiry or other occurrence of any nature whatsoever which, in the sole opinion of the Agent, adversely affects or involves, the financial markets generally or the business, operations, affairs or financial condition of the Company, or the market price or value or marketability of the Common Shares, and the Agent determines, in its sole discretion, that it is not in the interest of Purchasers to complete the purchase and sale of the Offered Common Shares;
(h) the state of the financial markets, whether national or international, is such that, in the sole opinion of the Agent, it would be impractical or unprofitable to offer or continue to offer the Common Shares for sale;
(i) the Agent is advised that the Exchange will not approve the listing of the Common Shares; or
(j) the Agent, in its sole discretion, is not satisfied with the results of its due diligence investigations of the Company.
10.2 This Agreement will terminate if a receipt for the Prospectus is not issued by the Principal Regulator within 120 days of the reference date of this Agreement.

10.3 Any termination of any of the obligations of the Agent hereunder pursuant to the provisions hereof shall be effected by notice to the Company no later than the Time of Closing. Notwithstanding the giving of any notice of termination hereunder, the provisions of Section 13.1 and all rights of action in connection therewith shall survive following such termination and the fees and expenses agreed to be paid by the Company, referred to in ARTICLE 12, incurred up to the time of the giving of such notice shall be paid by the Company. The rights of the Agent to terminate this Agreement are in addition to such remedies as it may have in respect of any default, misrepresentation, act or failure to act of the Company in respect of any of the transactions contemplated in this Agreement.

ARTICLE 11 CONDITIONS OF CLOSING

11.1 The obligations of the Agent to complete the transactions contemplated in this Agreement are subject to the following conditions precedent, and the Agent shall have the right on the Closing Date to not conclude the Offering if such conditions are not satisfied or waived on or before the Closing, which conditions the Company covenants to use its commercially reasonable efforts to fulfill or satisfy on or before the Closing Date:
(a) all actions required to be taken by or on behalf of the Company, including the passing of all requisite resolutions of directors of the Company approving this Agreement, the Offering, the Prospectus, the issuance of the Offered Common Shares, the Agent's Warrants and the Common Shares issuable upon exercise of the Agent's Warrants and the CPC Stock Options, and all other matters relating to the foregoing, will have been taken so as to validly offer, sell and deliver the Offered Common Shares in the Qualifying Jurisdictions and to grant the Agent's Warrants;
(b) the Company will have made all necessary filings and obtained all necessary approvals, consents and acceptances of appropriate regulatory authorities, including without limitation, receipts for the Prospectus from each Commission and the listing of the Common Shares on the Exchange;
(c) the Company shall deliver to the Agent on the Closing Date a legal opinion of the Company’s legal counsel addressed to the Agent and to the Agent’s legal counsel, in form and substance satisfactory to the Agent and the Agent’s legal counsel, with respect to such matters as the Agent and the Agent’s legal counsel may reasonably request relating to the distribution under the Prospectus;
(d) the Company shall deliver to the Agent at the Time of Closing a certificate, in form and substance satisfactory to counsel for the Agent, signed by the Chief Executive Officer, the Chief Financial Officer, or such other director or officer of the Company as the Agent may accept, and addressed to the Agent and to the Agent’s legal counsel, dated the Closing Date, to the effect that:
- (i) the representations and warranties contained in ARTICLE 6 hereof are true and correct at and as at the Time of Closing after giving effect to the transactions contemplated by the Prospectus and this Agreement;
- (ii) the Company has complied with all covenants and satisfied all the conditions contained herein on its part to be performed or satisfied (except those waived in writing by the Agent) at or prior to the Closing Date;
- (iii) no order suspending the sale or ceasing the trading of the Common Shares or any other securities of the Company has been issued and no proceedings for that purpose have been instituted or are pending or are, to the knowledge of such officer, contemplated or threatened by the Commissions, the Exchange, or any other securities commission, stock exchange or regulatory authority; and

  - (iv) such officer of the Company has examined the Prospectus and since the respective dates as of which information is given in the Prospectus, except as set forth in and contemplated by the Prospectus, the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any transactions not in compliance with the Policy, and there has been no material change in the assets, financial position, business or results of operations of the Company, and to the best of the knowledge and information of such officer, no event has occurred and no state or fact exists that, under Securities Legislation, is required to be set forth in an amended Prospectus that has not been so set forth;

(e) the Company has paid the Agent’s fees, expenses and other compensation as contemplated in this Agreement; and
(f) the Company shall deliver to the Agent and its legal counsel any other certificates, comfort letters or opinions in connection with any matter related to the Prospectus which are reasonably requested by the Agent or its legal counsel.
11.2 The Closing shall occur at the Closing Time on the Closing Date at such location as may be agreed to between the Company and the Agent. Subject to the conditions set forth in Section 11.1, at the Closing Time, the Agent shall deliver to the Company:
(a) the Subscription Funds after deducting the Agent’s Commission, the Corporate Finance Fee and the Agent’s expenses as contemplated in ARTICLE 12 of this Agreement, after taking into account amounts received by the Agent from the Company prior to the Closing Date; and
(b) such further and other documentation that may be contemplated by this Agreement,

against delivery by the Company at the Closing Time of:

(a) definitive certificates (or confirmation of issuance on a non-certificated basis) representing the number of Offered Common Shares sold and registered in such name or names and numbers as the Agent shall notify the Company in writing prior to the Closing Time;
(b) the Agent's Warrant Certificate; and
(c) such other documents and certificates as may be contemplated by this Agreement or as the Agent, the Agent’s counsel, the Commissions, Securities Legislation or the Exchange may require or dictate.

ARTICLE 12 EXPENSES OF THE COMPANY

12.1 Notwithstanding any termination of this Agreement or the cancellation of its obligations by the Agent pursuant to ARTICLE 10 hereof and, except as otherwise indicated herein, the reasonable costs and expenses of or incidental to the creation, issue and offering of the Offered Common Shares including, without limitation, the reasonable fees and expenses of counsel for the Company, the reasonable fees and expenses of counsel for the Agent, all other reasonable expenses incurred by the Agent in connection with the Offering, the fees of the auditor of the Company, the cost of printing and delivering the definitive certificates representing the Offered Common Shares, the fees and disbursements of the transfer agent, the cost of preparing, printing and delivering the Prospectuses to the Agent, the associated fees prescribed by the Securities Legislation in connection with the Offering and the fees of the Exchange shall be borne and paid by the Company whether or not the Offering is completed as contemplated. The Company will pay the reasonable fees and expenses of counsel for the Agent at the Time of Closing or forthwith upon request of the Agent if the Offering does not close, by cash, bank draft or certified cheque payable to the Agent or counsel to the Agent or in such other manner as is acceptable to the Agent or counsel to the Agent, such expenses are

not to exceed $12,500 (excluding taxes and disbursements) without written approval by the Company.

12.2 The Agent hereby acknowledges receipt of the sum of $10,000 to be used towards its expenses, including the reasonable fees and expenses of Agent’s legal counsel, MLT Aikins LLP.

ARTICLE 13 RIGHT OF FIRST REFUSAL

13.1 The Company shall grant the Agent a right of first refusal (“ ROFR ”) to act as fiscal advisor, Sponsor, and lead agent or lead underwriter with a minimum of 60% syndicate participation in any transaction whether debt or equity, required by the Company involving an agent or underwriter of a private or public offering;
13.2 This ROFR will commence on the closing date of the Offering, and continue until the date that is the later of a) 24 months from the closing of the Offering, and b) the date of the closing of the Company’s qualifying transaction (the “ QT ”);
13.3 The Company will notify the Agent (the “ Financing Notice ”) written notice of the terms of any proposed financing, or proposed engagement by another dealer, and the Agent will have 10 days to deliver an engagement agreement, or will have been deemed to have waived its ROFR for this financing only and will not void the ROFR in its entirety;
13.4 If the Agent fails to give the applicable notice within 10 days, the Company will then be free to make other arrangements with another advisor, agent, sponsor, or underwriter on the same terms or terms no less favourable to the Company

ARTICLE 14 INDEMNITY

14.1 The Company and its subsidiaries or affiliated companies, as the case may be, (collectively, the “ Indemnitor ”) hereby agrees to indemnify and hold the Agent, and its subsidiaries or affiliates, and each of their directors, officers, employees and agents (hereinafter referred to as the “ Personnel ”) harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(a) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any fraudulent act in the course of such performance; and
(b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in Section 13.1(a) above.
14.2 Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including reasonable legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or litigation that may be threatened or brought against the Agent.

14.3 If for any reason (other than the occurrence of any of the events itemized in Sections 13.1(a) and 13.1(b) above), the foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold the Agent or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder.
14.4 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agent or any Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any Personnel of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agent, then the Agent shall have the right to employ its own counsel in connection therewith provided the Agent act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agent for time spent by the Agent or its Personnel in connection therewith unless such proceeding has been caused solely by or is the result of the gross negligence or fraud of the Agent or any of its Personnel) and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Indemnitor as they occur.
14.5 Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or any of the Agent’s Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agent and/or any Personnel. The Indemnitor shall, on behalf of itself and the Agent and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Agent and/or any Personnel, acting reasonably, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Agent and its Personnel shall have the right to appoint its or their own separate counsel at the Indemnitor’s cost provided the Agent acts reasonably in selecting such counsel.
14.6 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agent and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any of the Personnel of the Agent. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

ARTICLE 15 NOTICES

15.1 Any notice required or permitted to be given hereunder shall be in writing and shall be deemed to have been given or made when delivered at the addresses of the relevant party set forth below or such other address as a party may stipulate in writing:

(a) to the Company at:

Whitewater Acquisition Corp. #1305 – 1090 West Georgia Street Vancouver, BC, Canada V6E 3V7

Attention: David Henstridge, Chief Executive Officer

with a copy to:

Maxis Law Corporation Suite 910 – 800 West Pender Street Vancouver, BC, Canada V6C 2V6 Attention: Michael Varabioff

(b) the Agent at: Haywood Securities Inc.. 200 Burrard Street, Waterfront Centre Suite 200 Vancouver, BC, Canada V6C 3L6 Attention: Don Wong

with a copy to:

MLT Aikins LLP 2600 – 1066 West Hasting Street Vancouver, BC V6E 3X1

Attention: Kevin Sorochan

ARTICLE 16 MISCELLANEOUS

16.1 Time shall be of the essence with respect to the terms and conditions of this Agreement.
16.2 All warranties, representations, covenants, indemnifications and agreements herein contained or contained in certificates or documents submitted pursuant to or in connection with the transactions herein along with all rights of action in connection therewith shall survive the Closing of the Offering and shall continue in full force and effect following the Closing Date for the benefit of the Agent and for the benefit of the Company.
16.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, and there are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.
16.4 All the terms and provisions of this Agreement shall be binding upon, shall enure to the benefit of, and shall be enforceable by and against the parties hereto and their respective successors and assigns, but shall not be assignable, before or after the Time of Closing, without the written consent of the other parties hereto.
16.5 This Agreement may be executed in several counterparts and may be represented by facsimile or other electronic format, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution, shall be deemed to bear the date as of the date hereof.
16.6 The Agent may waive in whole or in part any breach of, default under or non-compliance with any representation, warranty, term or condition hereof, or extend the time for compliance therewith.

16.7 This Agreement shall be construed and interpreted, and the rights and obligations of the parties arising hereunder governed, by the laws of the Province of British Columbia. The parties agree that the courts of British Columbia shall have exclusive jurisdiction over any dispute, termination, or breach of any kind or nature whatsoever arising out of or in connection with this Agreement.
[Remainder of page left intentionally blank – signature page to follow ]

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective the day and year first above written.

Per: “David Henstridge” Authorized Signatory

HAYWOOD SECURITIES INC.

Per: “Don Wong” Authorized Signatory

I/We have the authority to bind the corporation

AI assistant

Whitewater Acquisition Corp. Capital/Financing Update 2021

48183_rns_2021-09-20_954332d7-2b30-4767-8f18-e73da0a95f2a.pdf