Helius Medical Technologies, Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






EXECUTION VERSION 

HELIUS MEDICAL TECHNOLOGIES, INC. 

as the Corporation 

 

and 

COMPUTERSHARE TRUST COMPANY OF CANADA 

as the Warrant Agent 

	 
	 
	WARRANT INDENTURE 
	Providing for the Issue of Warrants 
	  
	  
	  
	Dated as of April 18, 2016 






TABLE OF CONTENTS 

	  	  	Page
      No. 
	 	 	 
	ARTICLE 1 
	INTERPRETATION 
	Section 1.1 	Definitions 	1
  
	Section 1.2 	Gender and Number. 	5 
	Section 1.3 	Headings, Etc. 	5
  
	Section 1.4 	Day not a Business Day. 	5 
	Section 1.5 	Time of the Essence.
    	5
  
	Section 1.6 	Monetary References. 	5 
	Section 1.7 	Applicable Law. 	5
  
	ARTICLE 2 
	ISSUE OF
      WARRANTS 
	Section 2.1 	Creation and Issue of Warrants. 	6 
	Section 2.2 	Terms of Warrants.
    	6
  
	Section 2.3 	Warrantholder not a Shareholder. 	6 
	Section 2.4 	Warrants to Rank
      Pari Passu. 	6
  
	Section 2.5 	Form of Warrants, Certificated
      Warrants. 	7 
	Section 2.6 	Book Entry Warrants.
    	7
  
	Section 2.7 	Warrant Certificate. 	9 
	Section 2.8 	Legends 	10
  
	Section 2.9 	Register of Warrants 	12 
	Section 2.10 	Issue in
      Substitution for Warrant Certificates Lost, etc. 	13
  
	Section 2.11 	Exchange of Warrant Certificates.
	13 
	Section 2.12 	Transfer and
      Ownership of Warrants. 	14
  
	Section 2.13 	Cancellation of Surrendered
      Warrants. 	15 
	ARTICLE 3
  
	EXERCISE OF WARRANTS 
	Section 3.1 	Right of Exercise
	15
  
	Section 3.2 	Warrant Exercise. 	15 
	Section 3.3 	Prohibition on
      Exercise by U.S. Persons; Legended Certificates 	17
  
	Section 3.4 	Transfer Fees and Taxes. 	19 
	Section 3.5 	Warrant Agency. 	19
  
	Section 3.6 	Effect of Exercise of Warrant
      Certificates. 	20 
	Section 3.7 	Partial Exercise of
      Warrants; Fractions. 	20
  
	Section 3.8 	Expiration of Warrants. 	20







TABLE OF CONTENTS 
(continued) 

	  	  	Page No. 
	 	 	 
	Section 3.9 	Accounting and Recording. 	21 
	Section 3.10 	Securities Restrictions. 	21 
	ARTICLE 4 
	ADJUSTMENT OF NUMBER OF COMMON SHARES
  
	AND EXERCISE PRICE

	Section 4.1 	Adjustment of Number of Common Shares and
      Exercise Price. 	21 
	Section 4.2 	Entitlement to Common Shares on
      Exercise of Warrant. 	25 
	Section 4.3 	No Adjustment for Certain Transactions. 	25 
	Section 4.4 	Determination by Independent
      Firm. 	26 
	Section 4.5 	Proceedings Prior to any Action Requiring
      Adjustment. 	26 
	Section 4.6 	Certificate of Adjustment. 	26 
	Section 4.7 	Notice of Special Matters 	26 
	Section 4.8 	No Action after Notice. 	26 
	Section 4.9 	Other Adjustments. 	27 
	Section 4.10 	Protection of Warrant Agent.
	27 
	Section 4.11 	Participation by Warrantholder. 	27 
	ARTICLE 5 
	RIGHTS OF THE CORPORATION AND COVENANTS
    
	Section 5.1 	Optional Purchases by the
      Corporation. 	27 
	Section 5.2 	General Covenants. 	28 
	Section 5.3 	Warrant Agent’s Remuneration
      and Expenses. 	28 
	Section 5.4 	Performance of Covenants by Warrant Agent. 	29 
	Section 5.5 	Enforceability of Warrants. 	29 
	ARTICLE 6 
	ENFORCEMENT 
	Section 6.1 	Suits by Registered Warrantholders. 	29 
	Section 6.2 	Suits by the Corporation. 	29 
	Section 6.3 	Immunity of Shareholders, etc. 	29 
	Section 6.4 	Waiver of Default. 	30 
	ARTICLE 7 
	MEETINGS OF REGISTERED
      WARRANTHOLDERS 
	Section 7.1 	Right to Convene Meetings. 	30 
	Section 7.2 	Notice 	30 
	Section 7.3 	Chairman 	31 


- ii - 




TABLE OF CONTENTS 
(continued) 

	  	  	Page No. 
	 	 	 
	Section 7.4 	Quorum. 	31 
	Section 7.5 	Power to Adjourn. 	31 
	Section 7.6 	Show of Hands. 	31 
	Section 7.7 	Poll and Voting. 	31 
	Section 7.8 	Regulations. 	32 
	Section 7.9 	Corporation and Warrant Agent May be
      Represented. 	32 
	Section 7.10 	Powers Exercisable by
      Extraordinary Resolution. 	32 
	Section 7.11 	Meaning of Extraordinary Resolution. 	33 
	Section 7.12 	Powers Cumulative. 	34 
	Section 7.13 	Minutes. 	34 
	Section 7.14 	Instruments in Writing. 	34 
	Section 7.15 	Binding Effect of Resolutions. 	34 
	Section 7.16 	Holdings by Corporation
      Disregarded. 	34 
	ARTICLE 8 
	SUPPLEMENTAL INDENTURES
    
	Section 8.1 	Provision for Supplemental Indentures for
      Certain Purposes. 	35 
	Section 8.2 	Successor Entities. 	36 
	ARTICLE 9 
	CONCERNING THE WARRANT
      AGENT 
	Section 9.1 	Trust Indenture Legislation. 	36 
	Section 9.2 	Rights and Duties of Warrant
      Agent. 	36 
	Section 9.3 	Evidence, Experts and Advisers. 	37 
	Section 9.4 	Documents, Monies, etc. Held by
      Warrant Agent. 	37 
	Section 9.5 	Actions by Warrant Agent to Protect Interest.
    	38 
	Section 9.6 	Warrant Agent Not Required to
      Give Security. 	38 
	Section 9.7 	Protection of Warrant Agent. 	38 
	Section 9.8 	Replacement of Warrant Agent;
      Successor by Merger 	39 
	Section 9.9 	Conflict of Interest 	39 
	Section 9.10 	Acceptance of Agency 	40 
	Section 9.11 	Warrant Agent Not to be Appointed Receiver. 	40 
	Section 9.12 	Warrant Agent Not Required to
      Give Notice of Default. 	40 
	Section 9.13 	Anti-Money Laundering. 	40 
	Section 9.14 	Compliance with Privacy Code.
    	41 


- iii - 




TABLE OF CONTENTS (continued) 

	  	 	 Page
      No. 
	 	 	 
	Section 9.15 	Securities Exchange
      Commission Certification. 	41 
	ARTICLE 10 
	GENERAL

	Section 10.1 	Notice to the Corporation and the
      Warrant Agent. 	42 
	Section 10.2 	Notice to Registered
      Warrantholders. 	42 
	Section 10.3 	Ownership of Warrants. 	43 
	Section 10.4 	Counterparts 	43 
	Section 10.5 	Satisfaction and Discharge of
      Indenture. 	43 
	Section 10.6 	Provisions of
      Indenture and Warrants for the Sole Benefit of Parties and Registered
      Warrantholders. 	44 
	Section 10.7 	Common Shares or Warrants Owned by
      the Corporation or its Subsidiaries - Certificate to be Provided. 	44 
	Section 10.8 	Severability 	44 
	Section 10.9 	Force Majeure 	44 
	Section 10.10 	Assignment,
      Successors and Assigns 	44 
	Section 10.11 	Rights of Rescission and Withdrawal
      for Holders 	45 
	 
	SCHEDULES 
	 
	SCHEDULE “A” 	- . FORM OF WARRANT CERTIFICATE 	A-1 
	SCHEDULE “B” 	- EXERCISE NOTICE
	B-1 
	SCHEDULE “C” 	- FORM OF U.S. PURCHASER
      CERTIFICATION UPON EXERCISE OF WARRANTS 	C-1 


- iv - 




WARRANT INDENTURE 

THIS WARRANT INDENTURE is dated
as of April 18, 2016.

BETWEEN:

	 	
      Helius Medical Technologies, Inc., a corporation
      incorporated under the laws of the State of Wyoming (the
      “Corporation”), 
	 
	 	
      
	 
	 	
      - and - 
	 
	 	
      
	 
		
      COMPUTERSHARE TRUST COMPANY OF CANADA, a trust
      company existing under the laws of Canada and authorized to carry on
      business in all provinces of Canada (the “Warrant Agent”) 
	


WHEREAS the Corporation is proposing to issue up to
5,558,117 Warrants pursuant to this Indenture; 

AND WHEREAS pursuant to this Indenture, each Warrant
shall, subject to adjustment, entitle the holder thereof to acquire one (1)
Common Share upon payment of the Exercise Price upon the terms and conditions
herein set forth; 

AND WHEREAS all acts and deeds necessary have been done
and performed to make the Warrants, when created and issued as provided in this
Indenture, legal, valid and binding upon the Corporation with the benefits and
subject to the terms of this Indenture; 

NOW THEREFORE, in consideration of the premises and
mutual covenants hereinafter contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Corporation hereby appoints the Warrant Agent as warrant agent to hold the
rights, interests and benefits contained herein for and on behalf of those
persons who from time to time become the holders of Warrants issued pursuant to
this Indenture and the parties hereto agree as follows: 

ARTICLE 1 I
NTERPRETATION 

	Section 1.1 	Definitions. 


In this Indenture, including the recitals and schedules hereto,
and in all indentures supplemental hereto: 

“Applicable Law” means any applicable statute of the
United States and Canada or a province or state thereof, and the regulations
under any such named or other statute, relating to warrant indentures or to the
rights, duties and obligations of warrant agents under warrant indentures, to
the extent that such provisions are at the time in force and applicable to this
Indenture; 

“Auditors” means BDO Canada LLP or such other firm of
chartered accountants duly appointed as auditors of the Corporation, from time
to time; 

“Authenticated” means (a) with respect to the issuance
of a Warrant Certificate, one which has been duly signed by the Corporation and
authenticated by manual signature of an authorized officer of the Warrant Agent,
(b) with respect to the issuance of an Uncertificated Warrant, one in respect of
which the Warrant Agent has completed all Internal Procedures such that the
particulars of such Uncertificated Warrant as required by Section 2.7 are
entered in the register of holders of Warrants, “Authenticate”, “Authenticating” and
“Authentication” have the appropriate correlative meanings; 




- 2 – 

“Book Entry Participants” means institutions that
participate directly or indirectly in the Depository’s book entry registration
system for the Warrants; 

“Book Entry Warrants” means Warrants that are to be held
only by or on behalf of the Depository; 

“Business Day” means any day other than Saturday, Sunday
or a statutory or civic holiday, or any other day on which banks are not open
for business in the Province of British Columbia or the Province of Ontario, and
shall be a day on which the TSX is open for trading; 

“Capital Reorganization” shall have the meaning ascribed
thereto in Section 4.1(1)(d); 

“CDS Global Share Certificate” means the global
certificate representing the Common Shares issued in the name of the Depository
upon exercise of a Certificated or Uncertificated Warrant; 

“CDS Global Warrants” means Warrants representing all or
a portion of the aggregate number of Warrants issued in the name of the
Depository represented by a Warrant Certificate; 

“CDS Participant” means a participant organization that
meets the eligibility criteria of CDS Clearing and Depository Services Inc.;


“Certificated Warrant” means a Warrant evidenced by a
Warrant Certificate or by writing or writings substantially in the form of
Schedule “A”, attached hereto; 

“Common Shares” means, subject to Article 4, fully paid
and non-assessable Class A common shares of the Corporation as presently
constituted; 

“Common Share Reorganization” shall have the meaning
ascribed thereto in Section 4.1(1)(a); 

“Confirmation” shall have the meaning ascribed thereto
in Section 3.2(2); 

“convertible securities” shall have the meaning ascribed
thereto in Section 4.1(1)(a)(iii); 

“Counsel” means a barrister or solicitor or a firm of
barristers or solicitors retained by the Warrant Agent or retained by the
Corporation, which may or may not be counsel for the Corporation; 

“Current Market Price” of the Common Shares at any date
means the weighted average of the trading price per Common Share for such Common
Shares for each day there was a closing price for the five consecutive Trading
Days ending three days prior to such date on the TSX or if on such date the
Common Shares are not listed on the TSX, on such stock exchange upon which such
Common Shares are listed and as selected by the directors of the Corporation,
acting reasonably, or, if such Common Shares are not listed on any stock
exchange then on such over-the-counter market as may be selected for such
purpose by the directors or, if not on any over-the-counter-market, as
determined by the directors of the Corporation, acting reasonably; 

“Depository” means CDS Clearing and Depository Services
Inc., or its successor, or such other person as is designated in writing by the
Corporation to act as depository in respect of the Warrants; 

“Dividends” means any dividends paid by the Corporation;





- 3 – 

“Effective Date” means the date of this Indenture; 

“Exchange Rate” means the number of Common Shares
subject to the right of purchase under each Warrant which at the Effective Date
is equal to one; 

“Exercise Date” means, in relation to a Warrant, the
Business Day on which such Warrant is validly exercised or is deemed to be
validly exercised in accordance with Article 3 hereof; 

“Exercise Notice” has the meaning set forth in Section
3.2(1); 

“Exercise Price” at any time means the price at which a
whole Common Share may be purchased by the exercise of a whole Warrant, which is
$1.50 per Common Share, payable in immediately available Canadian funds, subject
to adjustment in accordance with the provisions of Section 4.1; 

“Expiry Date” means April 18, 2019; 

“Expiry Time” means 4:00 p.m. (Toronto time) on the
Expiry Date; 

“Extraordinary Resolution” has the meaning set forth in
Section 7.11(1); 

“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 Warrant Agent’s
internal procedures customary at such time for the entry, change or deletion
made to be complete under the operating procedures followed at the time by the
Warrant Agent; 

“Issue Date” means the date of issuance of the Warrants
by the Corporation; 

“person” means an individual, body corporate,
partnership, trust, warrant agent, executor, administrator, legal representative
or any unincorporated organization; 

“register” means the one set of records and accounts
maintained by the Warrant Agent pursuant to Section 2.9; 

“Registered Warrantholders” means the persons who are
registered owners of Warrants as such names appear on the register, and for
greater certainty, shall include the Depository as well as the holders of
Certificated Warrants appearing on the register of the Warrant Agent; 

“Registration Statement” means the Corporation’s
registration statement on Form S-1 to be filed with the SEC under the U.S.
Securities Act, registering the resale of Common Shares and the Warrants, and
the exercise of the Warrants and the issuance of the Common Shares issuable upon
exercise of the Warrants, as applicable; 

“Regulation D” means Regulation D as promulgated by the
SEC under the U.S. Securities Act; 

“Regulation S” means Regulation S as promulgated by the
SEC under the U.S. Securities Act; 

“Rights Offering” shall have the meaning ascribed
thereto in Section 4.1(1); 

“Rights Period” shall have the meaning ascribed thereto
in Section 4.1(1); 

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




- 4 – 

“Shareholders” means holders of Common Shares; 

“Special Distribution” shall have the meaning ascribed
thereto in Section 4.1(1)(c); 

“Tax Act” means the Income Tax Act (Canada) and
the regulations thereunder;

“this Warrant Indenture”, “this Indenture”,
“this Agreement”, “hereto” “herein”, “hereby”,
“hereof” and similar expressions mean and refer to this indenture and any
indenture, deed or instrument supplemental hereto; and the expressions
“Article”, “Section”, “subsection” and “paragraph”
followed by a number, letter or both mean and refer to the specified article,
section, subsection or paragraph of this indenture; 

“Trading Day” means, with respect to a stock exchange, a
day on which such exchange is open for the transaction of business and with
respect to an over-the-counter market means a day on which such exchange or
market is open for the transaction of business; 

“TSX” means the Toronto Stock Exchange; 

“Uncertificated Warrant” means any Warrant which is not
a Certificated Warrant; 

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

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

“U.S. Person” has the meaning set forth in Rule 902(k)
of Regulation S; 

“U.S. Prospectus” means a prospectus meeting the
requirements of Section 10(a) of the U.S. Securities Act; 

“U.S. Purchaser” has the meaning ascribed thereto in
Section 3.3(2); 

“U.S. Purchaser Letter” means the U.S. Purchaser letter
in substantially the form attached hereto as Schedule “C”; 

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

“U.S. Warrantholder” means any Warrantholder that (1) is
a U.S. Person, (2) acquired Warrants in the United States or (3) acquired
Warrants for the account or benefit of any U.S. Person or Person in the United
States; 

“Warrants” means the Common Share purchase warrants
created by and authorized by and issuable under this Indenture, to be issued and
countersigned hereunder in certificated form and/or held through the book entry
registration system on a no certificate issued basis, entitling the holder
thereof to purchase up to one Common Share (subject to adjustment as herein
provided) at the Exercise Price prior to the Expiry Time; 

“Warrant Agency” means the principal office of the
Warrant Agent in the City of Vancouver or Toronto or such other place as may be
designated in accordance with Section 3.5; 

“Warrant Agent” means Computershare Trust Company of
Canada, in its capacity as warrant agent of the Warrants, or its successors from
time to time; 




- 5 – 

“Warrant Certificate” means a certificate, substantially
in the form set forth in Schedule “A” hereto or such other form as is authorized
from time to time by the Warrant Agent, to evidence those Warrants that will be
evidenced by a certificate; 

“Warrantholders”, or “holders” without reference
to Warrants, means the warrantholders and, in respect of Warrants registered in
the name of the Depository, includes owners of Warrants who beneficially hold
securities entitlements in respect of the Warrants through a Book Entry
Participant or means, at a particular time, the persons entered in the register
hereinafter mentioned as holders of Warrants outstanding at such time; 

“Warrantholders’ Request” means an instrument signed in
one or more counterparts by Registered Warrantholders representing in the
aggregate not less than 50% of the aggregate number of all Warrants then
unexercised and outstanding, requesting the Warrant Agent to take some action or
proceeding specified therein; and 

“written order of the Corporation”, “written request
of the Corporation”, “written consent of the Corporation” and
“certificate of the Corporation” mean, respectively, a written order,
request, consent and certificate signed in the name of the Corporation by its
Chief Executive Officer or Chief Financial Officer, or a person acting in any
such capacity for the Corporation, and may consist of one or more instruments so
executed. 

	Section 1.2 	Gender and Number. 


Words importing the singular number or masculine gender shall
include the plural number or the feminine or neuter genders, and vice versa.


	Section 1.3 	Headings, Etc. 


The division of this Indenture into Articles and Sections, the
provision of a Table of Contents and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Indenture or of the Warrants. 

	Section 1.4 	Day not a Business Day.



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

	Section 1.5 	Time of the Essence.



Time shall be of the essence of this Indenture. 

	Section 1.6 	Monetary References.



Whenever any amounts of money are referred to herein, such
amounts shall be deemed to be in lawful money of Canada unless otherwise
expressed. 

	Section 1.7 	Applicable Law. 


This Indenture, the Warrants, the Warrant Certificates
(including all documents relating thereto, which by common accord have been and
will be drafted in English) shall be construed in accordance with the laws of the Province of British Columbia, and the federal
laws applicable therein. Each of the parties hereto, which shall include the
Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts
of the Province of British Columbia with respect to all matters arising out of
this Indenture and the transactions contemplated herein. 




- 6 – 

ARTICLE 2 
ISSUE OF WARRANTS 

	Section 2.1 	Creation and Issue of Warrants.
  


A maximum of 11,500,000 Warrants
(subject to adjustment as herein provided) are hereby created and authorized to
be issued in accordance with the terms and conditions hereof by the Corporation.
By written order of the Corporation, made from time to time on or after the
Issue Date, the Warrant Agent shall deliver Warrant Certificates to Registered
Warrantholders and record the name of the Registered Warrantholders on the
register for Warrants of the Warrant Agent. Registration of interests in
Warrants held by the Depository may be evidenced by a position appearing on the
register for Warrants of the Warrant Agent for an amount representing the
aggregate number of such Warrants outstanding from time to time. 

	Section 2.2 	Terms of Warrants.




	(1) 	
      Subject to the applicable conditions for exercise set out
      in Article 3 having been satisfied and subject to adjustment in accordance
      with Section 4.1, each Warrant shall entitle each Warrantholder thereof,
      upon exercise at any time after the Issue Date and prior to the Expiry
      Time, to acquire one (1) Common Share upon payment of the Exercise
      Price.

	 	 
	(2) 	
      No fractional Warrants shall be issued or otherwise
      provided for hereunder and Warrants may only be exercised in a sufficient
      number to acquire whole numbers of Common Shares.

	 	 
	(3) 	
      Each Warrant shall entitle the holder thereof to such
      other rights and privileges as are set forth in this Indenture.

	 	 
	(4) 	
      The number of Common Shares which may be purchased
      pursuant to the Warrants and the Exercise Price therefor shall be adjusted
      upon the events and in the manner specified in Section
  4.1.




	Section 2.3 	Warrantholder not a Shareholder.
  


Except as may be specifically provided herein, nothing in this
Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant
or otherwise, shall, in itself, confer or be construed as conferring upon a
Warrantholder any right or interest whatsoever as a Shareholder of the
Corporation, including, but not limited to, the right to vote at, to receive
notice of, or to attend, meetings of Shareholders or any other proceedings of
the Corporation, or the right to Dividends and other allocations. 

	Section 2.4 	Warrants to Rank Pari Passu.
  


All Warrants shall rank equally and without preference over
each other, whatever may be the actual date of issue thereof. 




- 7 – 

	Section 2.5 	Form of Warrants, Certificated Warrants.
    


The Warrants may be issued in both certificated and
uncertificated form. Notwithstanding the foregoing, all Warrants originally
issued to a U.S. Warrantholder shall be evidenced in certificated form only and
bear the applicable legends as set forth in Schedule “A” hereto. Any Warrant
issued in certificated form other than to a U.S. Warrantholder shall bear the
applicable legend as set forth in Schedule “A” hereto. All Warrants issued in
certificated form shall be evidenced by a Warrant Certificate (including all
replacements issued in accordance with this Indenture), substantially in the
form set out in Schedule “A” hereto, with such additions, variations and changes
as may be required or permitted by the terms of this Indenture, which shall be
dated as of the Issue Date, shall bear such distinguishing letters and numbers
as the Corporation may, with the approval of the Warrant Agent, prescribe, and
shall be issuable in any denomination excluding fractions. All Warrants issued
to the Depository may be in either a certificated or uncertificated form, such
uncertificated form being evidenced by a book position on the register of
Warrantholders to be maintained by the Warrant Agent in accordance with Section
2.6. 

	Section 2.6 	Book Entry Warrants.




	(1) 	
      Registration of beneficial interests in and transfers of
      Warrants held by the Depository shall be made only through the book entry
      registration system and no Warrant Certificates shall be issued in respect
      of such Warrants except where physical certificates evidencing ownership
      in such securities are required or as set out herein or as may be
      requested by the Depository, as determined by the Corporation, from time
      to time. Except as provided in this Section 2.6, owners of beneficial
      interests in any CDS Global Warrants shall not be entitled to have
      Warrants registered in their names and shall not receive or be entitled to
      receive Warrants in definitive form or to have their names appear in the
      register referred to in Section 2.9 herein. Notwithstanding any terms set
      out herein, Warrants having any legend set forth in Section 2.8 herein and
      held in the name of the Depository may only be held in the form of
      Uncertificated Warrants with the prior consent of the Warrant Agent and in
      accordance with the internal procedures of the Warrant Agent.

	 	 
	(2) 	
      Notwithstanding any other provision in this Indenture, no
      CDS Global Warrants may be exchanged in whole or in part for Warrants
      registered, and no transfer of CDS Global Warrants in whole or in part may
      be registered, in the name of any person other than the Depository for
      such CDS Global Warrants or a nominee thereof
unless:




	 	(a) 	
      the Depository notifies the Corporation that it is
      unwilling or unable to continue to act as depository in connection with
      the Book Entry Warrants and the Corporation is unable to locate a
      qualified successor;

	 	 	 
	 	(b) 	
      the Corporation determines that the Depository is no
      longer willing, able or qualified to discharge properly its
      responsibilities as holder of the CDS Global Warrants and the Corporation
      is unable to locate a qualified successor;

	 	 	 
	 	(c) 	
      the Depository ceases to be a clearing agency or
      otherwise ceases to be eligible to be a depository and the Corporation is
      unable to locate a qualified successor;

	 	 	 
	 	(d) 	
      the Corporation determines that the Warrants shall no
      longer be held as Book Entry Warrants through the Depository;

	 	 	 
	 	(e) 	
      such right is required by Applicable Law, as determined
      by the Corporation and the Corporation’s
Counsel;







- 8 – 

	 	(f) 	
      the Warrant is to be Authenticated to or for the account
      or benefit of a person in the United States or a U.S. Person; or

	 	 	 
	 	(g) 	
      such registration is effected in accordance with the
      internal procedures of the Depository and the Warrant
  Agent,



following which, Warrants for those
holders requesting such shall be issued to the beneficial owners of such
Warrants or their nominees as directed by the holder. The Corporation shall
provide a certificate executed by an officer of the Corporation giving notice to
the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)
.. 

	(3) 	
      Subject to the provisions of this Section 2.6, any
      exchange of CDS Global Warrants for Warrants which are not CDS Global
      Warrants may be made in whole or in part in accordance with the provisions
      of Section 2.11, mutatis mutandis. All such Warrants issued in exchange
      for a CDS Global Warrant or any portion thereof shall be registered in
      such names as the Depository for such CDS Global Warrants shall direct and
      shall be entitled to the same benefits and subject to the same terms and
      conditions (except insofar as they relate specifically to CDS Global
      Warrants) as the CDS Global Warrants or portion thereof surrendered upon
      such exchange.

	 	 
	(4) 	
      Every Warrant Authenticated upon registration of transfer
      of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global
      Warrant or any portion thereof, whether pursuant to this Section 2.6, or
      otherwise, shall be Authenticated in the form of, and shall be, a CDS
      Global Warrant, unless such Warrant is registered in the name of a person
      other than the Depository for such CDS Global Warrant or a nominee
      thereof.

	 	 
	(5) 	
      Notwithstanding anything to the contrary in this
      Indenture, subject to Applicable Law, the CDS Global Warrant will be
      issued as a Certificated Warrant, unless otherwise requested in writing by
      the Depository or the Corporation.

	 	 
	(6) 	
      The rights of beneficial owners of Warrants who hold
      securities entitlements in respect of the Warrants through the book entry
      registration system shall be limited to those established by Applicable
      Law and agreements between the Depository and the Book Entry Participants
      and between such Book Entry Participants and the beneficial owners of
      Warrants who hold securities entitlements in respect of the Warrants
      through the book entry registration system, and such rights must be
      exercised through a Book Entry Participant in accordance with the rules
      and procedures of the Depository.

	 	 
	(7) 	
      Notwithstanding anything herein to the contrary, neither
      the Corporation nor the Warrant Agent nor any agent thereof shall have any
      responsibility or liability for:




	 	(a) 	
      the electronic records maintained by the Depository
      relating to any ownership interests or any other interests in the Warrants
      or the depository system maintained by the Depository, or payments made on
      account of any ownership interest or any other interest of any person in
      any Warrant represented by an electronic position in the book entry
      registration system (other than the Depository or its nominee);

	 	 	 
	 	(b) 	
      maintaining, supervising or reviewing any records of the
      Depository or any Book Entry Participant relating to any such interest;
      or







- 9 – 

	 	(c) 	
      any advice or representation made or given by the
      Depository or those contained herein that relate to the rules and
      regulations of the Depository or any action to be taken by the Depository
      on its own direction or at the direction of any Book Entry
    Participant.




	(8) 	
      The Corporation may terminate the application of this
      Section 2.6 in its sole discretion in which case all Warrants shall be
      evidenced by Warrant Certificates registered in the name of a Person other
      than the Depository.




	Section 2.7 	Warrant Certificate.




	(1) 	
      For Warrants issued in certificated form, the form of
      certificate representing Warrants shall be substantially as set out in
      Schedule “A” hereto or such other form as is authorized from time to time
      by the Warrant Agent. Each Warrant Certificate shall be Authenticated
      manually on behalf of the Warrant Agent. Each Warrant Certificate shall be
      signed by an authorized officer of the Corporation; whose signature shall
      appear on the Warrant Certificate and may be printed, lithographed or
      otherwise mechanically reproduced thereon and, in such event, certificates
      so signed are as valid and binding upon the Corporation as if it had been
      signed manually. Any Warrant Certificate which has the applicable
      signature as hereinbefore provided shall be valid notwithstanding that
      such person whose signature is printed, lithographed or mechanically
      reproduced no longer holds office at the date of issuance of such
      certificate. The Warrant Certificates may be engraved, printed or
      lithographed, or partly in one form and partly in another, as the Warrant
      Agent may determine.

	 	 
	(2) 	
      The Warrant Agent shall Authenticate Uncertificated
      Warrants (whether upon original issuance, exchange, registration of
      transfer, partial payment, or otherwise) by completing its Internal
      Procedures and the Corporation shall, and hereby acknowledges that it
      shall, thereupon be deemed to have duly and validly issued such
      Uncertificated Warrants under this Indenture. Such Authentication shall be
      conclusive evidence that such Uncertificated Warrant has been duly issued
      hereunder and that the holder or holders are entitled to the benefits of
      this Indenture. The register shall be final and conclusive evidence as to
      all matters relating to Uncertificated Warrants with respect to which this
      Indenture requires the Warrant 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 such Uncertificated Warrants are binding on the Corporation.

	 	 
	(3) 	
      Any Warrant Certificate validly issued in accordance with
      the terms of this Indenture in effect at the time of issue of such Warrant
      Certificate shall, subject to the terms of this Indenture and Applicable
      Law, validly entitle the holder to acquire Common Shares, notwithstanding
      that the form of such Warrant Certificate may not be in the form currently
      required by this Indenture.

	 	 
	(4) 	
      No Warrant shall be considered issued, valid or
      obligatory or shall entitle the holder thereof to the benefits of this
      Indenture, until it has been Authenticated by the Warrant Agent.
      Authentication by the Warrant Agent, shall not be construed as a
      representation or warranty by the Warrant Agent as to the validity of this
      Indenture or of such Warrant Certificates or Uncertificated Warrants
      (except the due Authentication thereof) or as to the performance by the
      Corporation of its obligations under this Indenture and the Warrant Agent
      shall in no respect be liable or answerable for the use made of the
      Warrants or any of them or of the consideration thereof. Authentication by
      the Warrant Agent shall be conclusive evidence as against the Corporation
      that the Warrants so Authenticated have been duly issued hereunder and
      that the holder thereof is entitled to the benefits of this
    Indenture.







- 10 – 

	(5) 	
      No Certificated Warrant shall be considered issued and
      Authenticated or, if Authenticated, shall be obligatory or shall entitle
      the holder thereof to the benefits of this Indenture, until it has been
      Authenticated by manual signature by or on behalf of the Warrant Agent
      substantially in the form of the Warrant set out in Schedule “A” hereto.
      Such Authentication on any such Certificated Warrant shall be conclusive
      evidence that such Certificated Warrant is duly Authenticated and is valid
      and a binding obligation of the Corporation and that the holder is
      entitled to the benefits of this Indenture. The Authentication by the
      Warrant Agent on any such Certificated Warrant hereunder shall not be
      construed as a representation or warranty by the Warrant Agent as to the
      validity of this Indenture or of such Warrant or its issuance (except the
      due Authentication thereof and any other warranties by law) or as to the
      performance by the Corporation of its obligations under this Indenture and
      the Warrant Agent shall in no respect be liable or answerable for the use
      made of the Warrants or any of them or the proceeds thereof.

	 	 
	(6) 	
      No Uncertificated Warrant shall be considered issued and
      shall be obligatory or shall entitle the holder thereof to the benefits of
      this Indenture, until it has been Authenticated by entry on the register
      of the particulars of the Uncertificated Warrant. Such entry on the
      register of the particulars of an Uncertificated Warrant shall be
      conclusive evidence that such Uncertificated Warrant is a valid and
      binding obligation of the Corporation and that the holder is entitled to
      the benefits of this Indenture. Authenticating by way of entry on the
      register of Warrants maintained by the Warrant Agent shall not be
      construed as a representation or warranty by the Warrant Agent as to the
      validity of this Indenture of such Warrants (except the due Authentication
      thereof) or as to the performance by the Corporation of its obligations
      under this Indenture and the Warrant Agent shall in no respect be liable
      or answerable for the use made of the Warrants or any of them or the
      proceeds thereof.




	Section 2.8 	Legends. 



	(1) 	
      Neither the Warrants nor the Common Shares issuable upon
      exercise of the Warrants have been or will be registered under the U.S.
      Securities Act or under the securities laws of any state of the United
      States. Each Warrant Certificate originally issued for the benefit or
      account of a U.S. Warrantholder and each Warrant Certificate issued in
      exchange therefor or in substitution thereof shall bear or be deemed to
      bear the following legends or such variations thereof as the Corporation
      may prescribe from time to time:



“THE SECURITIES EVIDENCED HEREBY AND
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OR U.S. STATE SECURITIES LAWS. THESE WARRANTS MAY NOT BE
EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS
DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.” 

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

	(2) 	
      Each CDS Global Warrant originally issued in Canada and
      held by the Depository, and each CDS Global Warrant issued in exchange
      therefor or in substitution thereof shall bear or be deemed
  to bear the following legend or such
variations thereof as the Corporation may prescribe from time to time:







- 11 – 

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

THIS WARRANT AND THE SECURITIES
DELIVERABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER (B) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN
COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN
ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR (D) 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 TRANSFERS PURSUANT TO (C) OR (D)
ABOVE, A LEGAL OPINION SATISFACTORY TO THE ISSUER MUST FIRST BE PROVIDED TO
COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON
BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES
LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
THE SECURITIES REPRESENTED BY THE CERTIFICATE AND THE SECURITIES DELIVERABLE
UPON THE EXERCISE THEREOF CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS
SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.”


	(3) 	
      Each Warrant Certificate issued outside of the U.S. or
      other than to a U.S. Warrantholder shall bear or be deemed to bear the
      following legend or such variations thereof as the Corporation may
      prescribe from time to time:



“THIS WARRANT AND THE SECURITIES
DELIVERABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO HELIUS MEDICAL
TECHNOLOGIES, INC. (THE “ISSUER”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE
WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH
RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS, OR (D) 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 TRANSFERS PURSUANT TO (C) OR (D) ABOVE, A
LEGAL OPINION SATISFACTORY TO THE ISSUER MUST FIRST BE PROVIDED TO COMPUTERSHARE
TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF,
OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE
COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THE SECURITIES
REPRESENTED BY THE CERTIFICATE AND THE SECURITIES DELIVERABLE UPON THE EXERCISE
THEREOF CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS
ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.” 




- 12 – 

	Section 2.9 	Register of Warrants




	(1) 	
      The Warrant Agent shall maintain records and accounts
      concerning the Warrants, whether certificated or uncertificated, which
      shall contain the information called for below with respect to each
      Warrant, together with such other information as may be required by law or
      as the Warrant Agent may elect to record. All such information shall be
      kept in one set of accounts and records which the Warrant Agent shall
      designate (in such manner as shall permit it to be so identified as such
      by an unaffiliated party) as the register of the holders of Warrants. The
      information to be entered for each account in the register of Warrants at
      any time shall include (without limitation):




	 	(a) 	
      the name and address of the Registered Warrantholders,
      the date of Authentication thereof and the number of Warrants;

	 	 	 
	 	(b) 	
      whether such Warrant is a Certificated Warrant or an
      Uncertificated Warrant and, if a Warrant Certificate, the unique number or
      code assigned to and imprinted thereupon and, if an Uncertificated
      Warrant, the unique number or code assigned thereto if any;

	 	 	 
	 	(c) 	
      whether such Warrant has been cancelled; and

	 	 	 
	 	(d) 	
      a register of transfers in which all transfers of
      Warrants and the date and other particulars of each transfer shall be
      entered.



The register shall be available for
inspection by the Corporation and or any Warrantholder during the Warrant
Agent’s regular business hours on a Business Day and upon payment to the Warrant
Agent of its reasonable fees. Any
Warrantholder exercising such right of inspection shall first provide an
affidavit in form satisfactory to the Corporation and the Warrant Agent stating
the name and address of the Warrantholder and agreeing not to use the
information therein except in connection with an effort to call a meeting of
Warrantholders or to influence the voting of Warrantholders at any meeting of
Warrantholders. 




- 13 – 

	(2) 	
      Once an Uncertificated Warrant has been Authenticated,
      the information set forth in the register with respect thereto at the time
      of Authentication may be altered, modified, amended, supplemented or
      otherwise changed only to reflect exercise or proper instructions to the
      Warrant Agent from the holder as provided herein, except that the Warrant
      Agent may act unilaterally to make purely administrative changes internal
      to the Warrant Agent and changes to correct errors. Each person who
      becomes a holder of an Uncertificated Warrant, by his, her or its
      acquisition thereof shall be deemed to have irrevocably (i) consented to
      the foregoing authority of the Warrant Agent to make such error
      corrections and (ii) agreed to pay to the Warrant Agent, promptly upon
      written demand, the full amount of all loss and expense (including without
      limitation reasonable legal fees of the Corporation and the Warrant Agent
      plus interest, at an appropriate then prevailing rate of interest to the
      Warrant Agent), sustained by the Corporation or the Warrant Agent as a
      proximate result of such error if but only if and only to the extent that
      such present or former holder realized any benefit as a result of such
      error and could reasonably have prevented, forestalled or minimized such
      loss and expense by prompt reporting of the error or avoidance of
      accepting benefits thereof whether or not such error is or should have
      been timely detected and corrected by the Warrant Agent; provided, that no
      person who is a bona fide purchaser shall have any such obligation to the
      Corporation or to the Warrant Agent.




	Section 2.10 	Issue in Substitution for Warrant
      Certificates Lost, etc. 



	(1) 	
      If any Warrant Certificate becomes mutilated or is lost,
      destroyed or stolen, the Corporation, subject to Applicable Law, shall
      issue and thereupon the Warrant Agent shall certify and deliver, a new
      Warrant Certificate of like tenor, and bearing the same legend, if
      applicable, as the one mutilated, lost, destroyed or stolen in exchange
      for and in place of and upon cancellation of such mutilated Warrant
      Certificate, or in lieu of and in substitution for such lost, destroyed or
      stolen Warrant Certificate, and the substituted Warrant Certificate shall
      be in a form approved by the Warrant Agent and the Warrants evidenced
      thereby shall be entitled to the benefits hereof and shall rank equally in
      accordance with its terms with all other Warrants issued or to be issued
      hereunder.

	 	 
	(2) 	
      The applicant for the issue of a new Warrant Certificate
      pursuant to this Section 2.10 shall bear the cost of the issue thereof and
      in case of loss, destruction or theft shall, as a condition precedent to
      the issuance thereof, furnish to the Corporation and to the Warrant Agent
      such evidence of ownership and of the loss, destruction or theft of the
      Warrant Certificate so lost, destroyed or stolen as shall be satisfactory
      to the Corporation and to the Warrant Agent, in their sole discretion, and
      such applicant shall also be required to furnish an indemnity and surety
      bond in amount and form satisfactory to the Corporation and the Warrant
      Agent, in their sole discretion, and shall pay the reasonable charges of
      the Corporation and the Warrant Agent in connection
  therewith.




	Section 2.11 	Exchange of Warrant Certificates.
  



	(1) 	
      Any one or more Warrant Certificates representing any
      number of Warrants may, upon compliance with the reasonable requirements
      of the Warrant Agent (including compliance with applicable securities
      legislation), be exchanged for one or more other Warrant
    Certificates representing the same aggregate number of Warrants, and bearing
the same legend, if applicable, as represented by the Warrant Certificate or
Warrant Certificates so exchanged. 







- 14 – 

	(2) 	
      Warrant Certificates may be exchanged only at the Warrant
      Agency or at any other place that is designated by the Corporation with
      the approval of the Warrant Agent. Any Warrant Certificate tendered for
      exchange shall be surrendered to the Warrant Agency and cancelled by the
      Warrant Agent.

	 	 
	(3) 	
      Warrant Certificates exchanged for Warrant Certificates
      that bear the legend set forth in Section 2.8(1) shall bear the same
      legend.




	Section 2.12 	Transfer and Ownership of Warrants.
  



	(1) 	
      The Warrants may only be transferred on the register kept
      by the Warrant Agent at the Warrant Agency by the holder or its legal
      representatives or its attorney duly appointed by an instrument in writing
      in form and execution satisfactory to the Warrant Agent only upon (a) in
      the case of a Warrant Certificate, surrendering to the Warrant Agent at
      the Warrant Agency the Warrant Certificates representing the Warrants to
      be transferred together with a duly executed transfer form as set forth in
      Schedule “A”, (b) in the case of Book Entry Warrants, in accordance with
      procedures prescribed by the Depository under its book entry registration
      system, and (c) upon compliance with:




	 	(i) 	
      the conditions herein;

	 	 	 
	 	(ii) 	
      such reasonable requirements as the Warrant Agent may
      prescribe; and

	 	 	 
	 	(iii) 	
      all applicable securities legislation and requirements of
      regulatory authorities;



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

	(2) 	
      If a Warrant Certificate tendered for transfer bears the
      legend set forth in Section 2.8(1), the Warrant Agent shall not register
      such transfer unless the transferor has provided the Warrant Agent with
      the Warrant Certificate and (A) the transfer is made to the Corporation or
      (B) the transferor provides an opinion of counsel of recognized standing,
      reasonably satisfactory to the Corporation and the Warrant Agent, that the
      transfer is in compliance with applicable securities laws of any state of
      the United States and the U.S. Securities Act.

	 	 
	(3) 	
      Subject to the provisions of this Indenture and
      Applicable Law, the Warrantholder shall be entitled to the rights and
      privileges attaching to the Warrants, and the issue of Common Shares by
      the Corporation upon the exercise of Warrants in accordance with the terms
      and conditions herein contained shall discharge all responsibilities of
      the Corporation and the Warrant Agent with respect to such Warrants and
      neither the Corporation nor the Warrant Agent shall be bound to inquire
      into the title of any such holder.







- 15 – 

	Section 2.13 	Cancellation of Surrendered Warrants.
  


All Warrant Certificates surrendered pursuant to Article 3
shall be cancelled by the Warrant Agent and upon such circumstances all such
Uncertificated Warrants shall be deemed cancelled and so noted on the register
by the Warrant Agent. Upon request by the Corporation, the Warrant Agent shall
furnish to the Corporation a cancellation certificate identifying the Warrant
Certificates so cancelled, the number of Warrants evidenced thereby, the number
of Common Shares, if any, issued pursuant to such Warrants and the details of
any Warrant Certificates issued in substitution or exchange for such Warrant
Certificates cancelled. 

ARTICLE 3 
EXERCISE OF WARRANTS 

	Section 3.1 	Right of Exercise. 


Subject to the provisions hereof, each Registered Warrantholder
may exercise the right conferred on such holder to subscribe for and purchase
one (1) Common Share for each Warrant after the Issue Date and prior to the
Expiry Time and in accordance with the conditions herein. 

	Section 3.2 	Warrant Exercise.




	(1) 	
      Registered Warrantholders who wish to exercise the
      Certificated Warrants held by them in order to acquire Common Shares must
      complete the exercise form (the “Exercise Notice”) attached to the
      Warrant Certificate(s) which form is attached hereto as Schedule “B”,
      which may be amended by the Corporation with the consent of the Warrant
      Agent, if such amendment does not, in the reasonable opinion of the
      Corporation and the Warrant Agent, materially and adversely affect the
      rights, entitlements and interests of the Warrantholders, and deliver such
      certificate(s), the executed Exercise Notice and a certified cheque, bank
      draft or money order payable to or to the order of the Corporation for the
      Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants
      represented by a Warrant Certificate shall be deemed to be surrendered
      upon personal delivery of such certificate, Exercise Notice and Exercise
      Price or, if such documents are sent by mail or other means of
      transmission, upon actual receipt thereof by the Warrant Agent at the
      office referred to above.

	 	
       

	(2) 	
      In addition to completing the Exercise Notice attached to
      the Warrant Certificate(s), a Warrantholder who is a person in the United
      States, a U.S. Person, a person exercising for the account or benefit of a
      U.S. Person, or person requesting delivery of the Common Shares issuable
      upon exercise of the Warrants in the United States must (a) provide a
      completed and executed U. S. Purchaser Letter or (b) an opinion of counsel
      of recognised standing in form and substance reasonably satisfactory to
      the Corporation and the Warrant Agent that the exercise is exempt from the
      registration requirements of applicable securities laws of any state of
      the United States and the U. S. Securities Act; provided however that in
      the case of a Warrantholder that is the original purchaser of Warrants and
      who delivered the U.S. Accredited Investor Certificate attached to the
      subscription agreement of the Corporation in connection with its purchase
      of Units pursuant to the private placement under which the Warrants were
      issued, such Warrantholder will not be required to deliver a U.S.
      Purchaser Letter or an opinion of counsel in connection with the due
      exercise of the Warrant at a time when the representations, warranties and
      covenants made by the Warrantholder in the U.S. Accredited Investor
      Certificate remain true and correct and the Warrantholder represents to
      the Corporation as such.







- 16 – 

	(3) 	
      A beneficial holder of Uncertificated Warrants evidenced
      by a security entitlement in respect of Warrants in the book entry
      registration system who desires to exercise his or her Warrants must do so
      by causing a Book Entry Participant to deliver to the Depository on behalf
      of the entitlement holder, notice of the owner’s intention to exercise
      Warrants in a manner acceptable to the Depository. Forthwith upon receipt
      by the Depository of such notice as well as payment for the Exercise
      Price, the Depository shall deliver to the Warrant Agent confirmation of
      its intention to exercise Warrants (a “Confirmation”) in a manner
      acceptable to the Warrant Agent, including by electronic means through a
      book based registration system, including CDSX. An electronic exercise of
      the Warrants initiated by the Book Entry Participant through a book based
      registration system, including CDSX, shall constitute a representation to
      both the Corporation and the Warrant Agent that the beneficial owner at
      the time of exercise of such Warrants (a) is not in the United States; (b)
      is not a U.S. Person and is not exercising such Warrants on behalf of a
      U.S. Person or a person in the United States; and (c) did not execute or
      deliver the notice of the owner’s intention to exercise such Warrants in
      the United States. If the CDS Participant is not able to make or deliver
      the foregoing representation by initiating the electronic exercise of the
      Warrants, then such Warrants shall be withdrawn from the book based
      registration system, including CDSX by the CDS Participant and an
      individually registered Warrant Certificate shall be issued by the Warrant
      Agent to such Beneficial Owner or CDS Participant and the exercise
      procedures set forth in Section 3.2(1) and Section 3.2(2) shall be
      followed.

	 	 
	(4) 	
      Payment representing the Exercise Price must be provided
      to the appropriate office of the Book Entry Participant in a manner
      acceptable to it. A notice in form acceptable to the Book Entry
      Participant and payment from such beneficial holder should be provided to
      the Book Entry Participant sufficiently in advance so as to permit the
      Book Entry Participant to deliver notice and payment to the Depository and
      for the Depository in turn to deliver notice and payment to the Warrant
      Agent prior to the Expiry Time. The Depository will initiate the exercise
      by way of the Confirmation and forward the Exercise Price electronically
      to the Warrant Agent and the Warrant Agent will execute the exercise by
      issuing to the Depository through the book entry registration system the
      Common Shares to which the exercising Warrantholder is entitled pursuant
      to the exercise. Any expense associated with the exercise process will be
      for the account of the entitlement holder exercising the Warrants and/or
      the Book Entry Participant exercising the Warrants on its
behalf.

	 	 
	(5) 	
      By causing a Book Entry Participant to deliver notice to
      the Depository, a Warrantholder shall be deemed to have irrevocably
      surrendered his or her Warrants so exercised and appointed such Book Entry
      Participant to act as his or her exclusive settlement agent with respect
      to the exercise and the receipt of Common Shares in connection with the
      obligations arising from such exercise.

	 	 
	(6) 	
      Any notice which the Depository determines to be
      incomplete, not in proper form or not duly executed shall for all purposes
      be void and of no effect and the exercise to which it relates shall be
      considered for all purposes not to have been exercised thereby. A failure
      by a Book Entry Participant to exercise or to give effect to the
      settlement thereof in accordance with the Warrantholder’s instructions
      will not give rise to any obligations or liability on the part of the
      Corporation or Warrant Agent to the Book Entry Participant or the
      Warrantholder.

	 	 
	(7) 	
      The Exercise Notice referred to in this Section 3.2 shall
      be signed by the Registered Warrantholder, or its executors or
      administrators or other legal representatives or an attorney of the
      Registered Warrantholder, duly appointed by an instrument in writing
      satisfactory to the Warrant Agent but such Exercise Notice need not be
      executed by the Depository.







- 17 – 

	(8) 	
      Any exercise referred to in this Section 3.2 shall
      require that the entire Exercise Price for Common Shares subscribed must
      be paid at the time of subscription and such Exercise Price and original
      Exercise Notice executed by the Registered Warrantholder or the
      Confirmation from the Depository must be received by the Warrant Agent
      prior to the Expiry Time.

	 	 
	(9) 	
      Notwithstanding the foregoing in this Section 3.2,
      Warrants may only be exercised pursuant to this Section 3.2 by or on
      behalf of a Registered Warrantholder, as applicable, who makes one of the
      certifications set forth on the Exercise Notice set out in Schedule
      “B”.

	 	 
	(10) 	
      If the form of Exercise Notice set forth in the Warrant
      Certificate shall have been amended, the Corporation shall cause the
      amended Exercise Notice to be forwarded to all Registered
      Warrantholders.

	 	 
	(11) 	
      Exercise Notices and Confirmations must be delivered to
      the Warrant Agent at any time during the Warrant Agent’s actual business
      hours on any Business Day prior to the Expiry Time. Any Exercise Notice or
      Confirmations received by the Warrant Agent after business hours on any
      Business Day other than the Expiry Date will be deemed to have been
      received by the Warrant Agent on the next following Business
Day.

	 	 
	(12) 	
      Any Warrant with respect to which an Exercise Notice or a
      Confirmation is not received by the Warrant Agent before the Expiry Time
      on the Expiry Date shall be deemed to have expired and become void and all
      rights with respect to such Warrants shall terminate and be
    cancelled.




	Section 3.3 	Prohibition on Exercise by U.S. Persons;
      Legended Certificates 



	(1) 	
      Subject to Section 3.3(2) below, (i) Warrants may not be
      exercised within the United States or by or on behalf of any U.S. Person;
      and (ii) no Common Shares issued upon exercise of Warrants may be
      delivered to any address in the United States.

	 	 
	(2) 	
      Notwithstanding Section 3.3(1), Warrants which bear the
      legend set forth in Section 2.8(1) may be exercised in the United States
      or by or on behalf of a U.S. Person, and Common Shares issued upon
      exercise of any such Warrants may be delivered to an address in the United
      States, provided that (a) the Person exercising the Warrants (i) is an
      original U.S. purchaser who purchased the Warrants directly from the
      Corporation (a “US Purchaser”) or (ii) is an “accredited investor”
      as defined in Rule 501(a) of Regulation D and (b) delivers a completed and
      executed U.S. Purchaser Letter or provides in form and substance
      satisfactory to the Corporation and Warrant Agent a legal opinion which
      confirms that issuance of shares is in compliance with the applicable
      state laws and the U.S. Securities Act; provided however that in the case
      of a Warrantholder that is the original purchaser of the Warrants and who
      delivered the U.S. Accredited Investor Certificate attached to the
      subscription agreement of the Corporation in connection with its purchase
      of Units pursuant to the private placement under which the Warrants were
      issued, such Warrantholder will not be required to deliver a U.S.
      Purchaser Letter or an opinion of counsel in connection with the due
      exercise of the Warrant at a time when the representations, warranties and
      covenants made by the Warrantholder in the U.S. Accredited Investor
      Certificate remain true and correct and the Warrantholder represents to
      the Corporation as such.

	 	 
	(3) 	
      Unless the Warrant is exercised pursuant to an effective
      Registration Statement, the certificates representing Common Shares issued
      upon the exercise of Warrants pursuant to Section 3.3(2) shall bear the
      following legend:







- 18 – 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.” 

	(4) 	
      Unless the Warrant is exercised pursuant to an effective
      Registration Statement or pursuant to Section 3.3(2), the certificates
      representing Common Shares issued upon the exercise of Warrants, and the
      Common Shares issued upon the exercise of Warrants issued in the name of
      the Depository pursuant to the CDS Global Share Certificate, shall bear or
      be deemed to bear the following legend:



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

THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(A) TO THE ISSUER (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND
REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE
U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
(D) 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 TRANSFERS PURSUANT TO (C) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO
THE ISSUER MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO
THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED
BY THE CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH
TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.” 

	(5) 	
      Notwithstanding that the Corporation may not have
      maintained a current Registration Statement in respect of Common Shares
      under the U.S. Securities Act, no Warrantholder (whether a
  U.S. Purchaser or otherwise) shall have any
right to receive, and the Corporation shall be under no obligation to pay to any
Warrantholder (whether a U.S. Purchaser or otherwise), any cash amount or other
consideration or compensation upon exercise of the Warrants, other than as
expressly provided by this Warrant Indenture, and the Corporation shall not be
under any obligation to redeem or otherwise purchase any Warrants in any
circumstance; provided, however, that nothing in this clause shall limit or
restrict any remedies of the Warrant Agent or any Warrantholder or
Warrantholders in respect of a breach by the Corporation of a representation,
warranty or covenant hereunder.







- 19 – 

	(6) 	
      If upon the exercise of a Warrant the Corporation
      determines that the issuance of Common Shares pursuant to such exercise
      would not be permitted by applicable law then, and only then, the Warrant
      may be exercised on a “cashless” basis pursuant to the requirements of
      Section 3.2 and this Section 3.3. In the event of an exercise on a
      “cashless” basis pursuant to this Section 3.3(6), upon written
      notification from the Corporation to the Warrant Agent, the Corporation
      and the Warrant Agent will cancel a portion of the Warrants held by the
      Warrantholder in payment of the exercise price payable in respect of the
      number of Common Shares purchased upon such exercise, and the number of
      shares issued to the Warrantholder shall be determined according to the
      following formula:




	 	  	  	X = Y (A-B) 
	 	  	  	          A
    
	 	  	  	  
	 	Where 	X = 	
      the number of Common Shares to be issued to the
      Warrantholder 

	 	  	  	
       

			Y = 	
      the number of Common Shares for which the Warrants are
      being exercised (which shall include both the number of Common Shares
      issued to the Warrantholder and the number of Common Shares subject to the
      portion of the Warrants being cancelled in payment of the Exercise Price)
      

	 	  	  	
       

	 	  	A = 	
      the Current Market Price of one Common Share (at the date
      of such calculation) 

	 	  	  	
       

	 	  	B = 	
      Exercise Price (in effect on the date of such
      calculation) 




	Section 3.4 	Transfer Fees and Taxes.



If any of the Common Shares subscribed for are to be issued to
a person or persons other than the Registered Warrantholder, the Registered
Warrantholder shall execute the form of transfer and will comply with such
reasonable requirements as the Warrant Agent may stipulate and will pay to the
Corporation or the Warrant Agent on behalf of the Corporation, all applicable
transfer or similar taxes and the Corporation will not be required to issue or
deliver certificates evidencing Common Shares unless or until such Warrantholder
shall have paid to the Corporation or the Warrant Agent on behalf of the
Corporation, the amount of such tax or shall have established to the
satisfaction of the Corporation and the Warrant Agent that such tax has been
paid or that no tax is due. 

	Section 3.5 	Warrant Agency. 


To facilitate the exchange, transfer or exercise of Warrants
and compliance with such other terms and conditions hereof as may be required,
the Corporation has appointed the Warrant Agency, as the agency at which
Warrants may be surrendered for exchange or transfer or at which Warrants may be
exercised and the Warrant Agent has accepted such appointment. The Corporation
may from time to time designate alternate or additional places as the Warrant
Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant Agent of any
proposed change of the Warrant Agency. Branch registers shall also be kept at
such other place or places, if any, as the Corporation, with the approval of the
Warrant Agent, may designate. The Warrant Agent will from time to time when
requested to do so by the Corporation or any Registered Warrantholder, furnish a
list of the names and addresses of Registered Warrantholders showing the number
of Warrants held by each such Registered Warrantholder. 




- 20 – 

	Section 3.6 	Effect of Exercise of Warrant
      Certificates. 



	(1) 	
      Upon the exercise of Warrants pursuant to and in
      compliance with Section 3.2 and subject to Section 3.3 and Section 3.4,
      the Common Shares to be issued pursuant to the Warrants exercised shall be
      deemed to have been issued and the person or persons to whom such Common
      Shares are to be issued shall be deemed to have become the holder or
      holders of such Common Shares within 3 Business Days of the Exercise Date
      unless the transfer registers of the Corporation shall be closed on such
      date, in which case the Common Shares subscribed for shall be deemed to
      have been issued and such person or persons deemed to have become the
      holder or holders of record of such Common Shares, on the date on which
      such transfer registers are reopened. It is hereby understood that in
      order for beneficial holders to be holders of Common Shares on record on
      an Exercise Date, beneficial holders must commence the exercise process
      sufficiently in advance so that the Warrant Agent is in receipt of all
      items of exercise at least one Business Day prior to close of business on
      such Exercise Date.

	 	 
	(2) 	
      Within five Business Days after the Exercise Date with
      respect to a Warrant, the Warrant Agent shall cause to be delivered or
      mailed to the person or persons in whose name or names the Warrant is
      registered or, if so specified in writing by the holder, cause to be
      delivered to such person or persons at the Warrant Agency where the
      Warrant Certificate was surrendered, a certificate or certificates for the
      appropriate number of Common Shares subscribed for, or any other
      appropriate evidence of the issuance of Common Shares to such person or
      persons in respect of Common Shares issued under the book entry
      registration system.




	Section 3.7 	Partial Exercise of Warrants; Fractions.
    



	(1) 	
      The holder of any Warrants may exercise his right to
      acquire a number of whole Common Shares less than the aggregate number
      which the holder is entitled to acquire. In the event of any exercise of a
      number of Warrants less than the number which the holder is entitled to
      exercise, the holder of Warrants upon such exercise shall, in addition, be
      entitled to receive, without charge therefor, a new Warrant
      Certificate(s), bearing the same legend, if applicable, or other
      appropriate evidence of Warrants, in respect of the balance of the
      Warrants held by such holder and which were not then exercised.

	 	 
	(2) 	
      Notwithstanding anything herein contained including any
      adjustment provided for in Section 4.1, the Corporation shall not be
      required, upon the exercise of any Warrants, to issue fractions of Common
      Shares. Warrants may only be exercised in a sufficient number to acquire
      whole numbers of Common Shares.




	Section 3.8 	Expiration of Warrants.



Immediately after the Expiry Time, all rights under any Warrant
in respect of which the right of acquisition provided for herein shall not have
been exercised shall cease and terminate and each Warrant shall be void and of
no further force or effect. 




- 21 – 

	Section 3.9 	Accounting and Recording.




	(1) 	
      The Warrant Agent shall promptly account to the
      Corporation with respect to Warrants exercised. Any securities or other
      instruments, from time to time received by the Warrant Agent shall be
      received in trust for, and shall be segregated and kept apart by the
      Warrant Agent, the Warrantholders and the Corporation as their interests
      may appear.

	 	 
	(2) 	
      The Warrant Agent shall record the particulars of
      Warrants exercised, which particulars shall include the names and
      addresses of the persons who become holders of Common Shares on exercise
      and the Exercise Date, in respect thereof. The Warrant Agent shall provide
      such particulars in writing to the Corporation within five Business Days
      of any request by the Corporation therefore.




	Section 3.10 	Securities Restrictions.



Notwithstanding any provision to the contrary contained in this
Indenture, in relation to the issuance of Common Shares outside of Canada or the
United States, no Common Shares will be issued pursuant to the exercise of any
Warrant if the issuance of such securities would constitute a violation of the
securities laws of any such jurisdiction, and, without limiting the generality
of the foregoing, the Corporation will legend the certificates representing the
Common Shares if, in the opinion of counsel to the Corporation such legend is
necessary in order to avoid a violation of any securities laws of any such
jurisdiction or to comply with the requirements of any stock exchange on which
the Common Shares are listed, provided that if, at any time, in the opinion of
outside counsel to the Corporation, acting reasonably, such legends are no
longer necessary in order to avoid a violation of any such laws, or the holder
of any such legended certificate, at his expense, provides the Corporation with
evidence satisfactory in form and substance to the Corporation (which may
include an opinion of counsel of recognized standing satisfactory to the
Corporation) to the effect that such holder is entitled to sell or otherwise
transfer such securities in a transaction in which such legends are not
required, such legended certificates may thereafter be surrendered to the
Corporation in exchange for a certificate which does not bear such legends. 

ARTICLE 4 
ADJUSTMENT OF NUMBER OF COMMON
SHARES 
AND EXERCISE PRICE 

	Section 4.1 	Adjustment of Number of Common Shares and
      Exercise Price. 



	(1) 	
      The rights to acquire Common Shares hereunder are subject
      to adjustment from time to time as follows:




	 	(a) 	
      if and whenever at any time from the date hereof and
      prior to the Expiry Time, the Corporation:




	 	(i) 	
      subdivides its outstanding Common Shares into a greater
      number of shares;

	 	 	 
	 	(ii) 	
      consolidates its outstanding Common Shares into a smaller
      number of shares; or

	 	 	 
	 	(iii) 	
      issues Common Shares or securities exchangeable for or
      convertible into Common Shares (collectively, “convertible
      securities”) to the holders of all or substantially all of the outstanding Common Shares by way of a
stock distribution, stock dividend or otherwise, 







- 22 – 

any of such events in these clauses (i), (ii) and (iii) being
called a “Common Share Reorganization”, the Exchange Rate shall be
adjusted immediately after the effective date of the subdivision or
consolidation or on the record date for the issue of Common Shares or
convertible securities by way of stock distribution, stock dividend or
otherwise, by multiplying the Exchange Rate by the fraction of which: 

	 	(A) 	
      the numerator is the total number of Common Shares
      outstanding immediately after such effective or record date, or, in the
      case of the issuance of convertible securities, the total number of Common
      Shares outstanding immediately after such date plus the total number of
      Common Shares issuable upon conversion or exchange of such convertible
      securities; and

	 	 	 
	 	(B) 	
      the denominator is the total number of Common Shares
      outstanding immediately prior to the applicable effective or record
      date;



and the Exercise Price shall be adjusted at the same time by
multiplying the Exercise Price in effect at the time of such event by the
inverse of the aforesaid fraction. The Corporation shall make such adjustment
successively whenever any event referred to in this Section 4.1(1)(a) occurs and
any such issue of Common Shares or convertible securities by way of a stock
dividend is deemed to have occurred on the record date for the stock dividend
for the purpose of calculating the number of outstanding Common Shares under
this Section Section 4.1(1)(a) . Any Common Shares owned by or held for the
account of the Corporation shall be deemed not to be outstanding for the purpose
of any such computation. To the extent that any convertible securities are not
converted into or exchanged for Common Shares, the Exchange Rate shall be
readjusted to the number of Common Shares that is then obtainable based upon the
number of Common Shares actually issued on conversion or exchange of such
convertible securities; 

	 	(b) 	
      if and whenever at any time from the date hereof and
      prior to the Expiry Time the Corporation shall fix a record date for the
      issue of rights, options or warrants to all or substantially all of the
      holders of Common Shares under which such holders are entitled, during a
      period expiring not more than 45 days after the record date for such issue
      (“Rights Period”), to subscribe for or acquire Common Shares (or
      securities convertible or exchangeable into Common Shares) at a price per
      share (or having a conversion or exchange price per Common Share) to the
      holder of less than 95% of the Current Market Price for the Common Shares
      on such record date (any of such events being called a “Rights
      Offering”), then the Exercise Price shall be adjusted effective
      immediately after the end of the Rights Period to a number determined by
      multiplying the Exercise Price in effect on such record date by a
      fraction:




	 	(i) 	
      the numerator of which shall be the number of Common
      Shares outstanding as of the record date for the Rights Offering plus a
      number of Common Shares equal to the number arrived at by dividing the
      aggregate price of the total number of additional Common Shares offered
      for subscription or purchase (or the aggregate conversion or exchange
      price of the convertible or exchangeable securities so offered) by the
      Current Market Price, and

	 	 	 
	 	(ii) 	
      the denominator of which shall be the number of Common
      Shares outstanding as of the record date for the Rights Offering plus the
      total number of additional Common Shares offered for subscription or
      purchase or into which the convertible or exchangeable securities so offered are
convertible or exchangeable; 







- 23 – 

Any Common Shares owned by or held for the account of the
Corporation shall be deemed not to be outstanding for the purpose of any such
computation. To the extent that any rights, options or warrants so distributed
are not exercised prior to the expiration thereof, the Exercise Price shall be
readjusted to the Exercise Price that would then be in effect if such record
date had not been fixed or, if any rights or warrants are exercised, to the
Exercise Price which would then be in effect based upon the number of Common
Shares (or securities convertible or exchangeable into Common Shares) actually
issued upon the exercise of such rights, options or warrants, as the case may
be. 

	 	(c) 	
      if and whenever at any time from the date hereof and
      prior to the Expiry Time the Corporation shall issue or distribute to all
      or to substantially all the holders of the Common
Shares:




	 	(i) 	
      securities of the Corporation of any class other than
      Common Shares or convertible securities, or rights, options or warrants
      other than rights, options or warrants exercisable within 45 days from the
      date of issue thereof at a price, or at a conversion price, of at least
      95% of the Current Market Price at the record date for such
      distribution,

	 	 	 
	 	(ii) 	
      evidences of indebtedness of the Corporation,
or

	 	 	 
	 	(iii) 	
      any property or other assets (excluding cash
      dividends),



and if such issuance or distribution does not constitute a
Common Share Reorganization or a Rights Offering (any of such non-excluded
events being herein called a “Special Distribution”), the Exercise Price
shall be adjusted immediately after such record date so that it shall equal the
price determined by multiplying the Exercise Price in effect on such record date
by a fraction: 

	 	(i) 	
      the numerator of which shall be the number of Common
      Shares outstanding on such record date multiplied by the Current Market
      Price of the Common Shares on such record date, less the excess, if any,
      of the fair market value on such record date, as determined by the
      Corporation (whose determination shall be conclusive, subject to TSX
      approval), of such securities or other assets so issued or distributed
      over the fair market value of any consideration received therefor by the
      Corporation from the holders of the Common Shares; and

	 	 	 
	 	(ii) 	
      the denominator of which shall be the number of Common
      Shares outstanding on such record date multiplied by the Current Market
      Price of the Common Shares on such record date;



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




- 24 – 

	 	(d) 	
      if and whenever at any time from the date hereof and
      prior to the Expiry Time, there is a reclassification of the Common Shares
      or a capital reorganization of the Corporation other than as described in
      Section Section 4.1(1)(a) or a consolidation, amalgamation, arrangement or
      merger of the Corporation with or into any other body corporate, trust,
      partnership or other entity, or a sale or conveyance of the property and
      assets of the Corporation as an entirety or substantially as an entirety
      (any such event being herein called a “Capital Reorganization”),
      the holder is entitled to receive upon exercise in accordance with the
      terms and conditions hereof and shall accept, in lieu of the Exchange Rate
      to which it was previously entitled, the kind and number of Common Shares
      or other securities or property that the holder would have been entitled
      to receive on such Capital Reorganization, if, on the record date or the
      effective date thereof, as the case may be, the holder had been the
      registered holder of the number of Common Shares obtainable upon the
      exercise of Warrants then held, subject to adjustment thereafter in
      accordance with provisions the same, as nearly as may be possible, as
      those contained in this Section 4.1(1)(d);




	(2) 	
      The following rules and procedures shall be applicable to
      adjustments made pursuant to Section 4.1:




	 	(a) 	
      where Section 4.1 requires that an adjustment becomes
      effective immediately after a record date or effective date, as the case
      may be for an event referred to herein, the Corporation may defer, until
      the occurrence of that event, issuing to the holder exercising its
      acquisition rights after the record date or effective date, as the case
      may be and before the occurrence of that event the adjusted number of
      Common Shares, other securities or property issuable upon the exercise of
      the Warrants by reason of the adjustment required by that event. If the
      Corporation relies on this Section 4.1(2)(a) to defer issuing an adjusted
      number of Common Shares, other securities or property to the holder, the
      holder has the right to receive any distributions made on the adjusted
      number of Common Shares, other securities or property declared in favour
      of shareholders of record on and after the Exercise Date or such later
      date as the holder would, but for the provisions of this Section Section
      4.1(2)(a), have become the holder of record of the adjusted number of
      Common Shares, other securities or property pursuant to Section
  4.1;

	 	 	 
	 	(b) 	
      the adjustments provided for in Section 4.1 are
      cumulative and, subject to Section 4.1(2)(c), shall apply (without
      duplication) to successive issues, subdivisions, combinations,
      consolidations, distributions and any other events that require adjustment
      under Section 4. After any adjustment pursuant to Section 4, the term
      “Common Share” where used in the Warrant Certificate shall be interpreted
      to mean securities of any class or classes which, as a result of such
      adjustment and all prior adjustments pursuant to Section 4.1, the holder
      is entitled to receive upon the exercise of its Warrant, and the number of
      Common Shares obtainable in any exercise made pursuant to a Warrant shall
      be interpreted to mean the number of Common Shares the holder is entitled
      to receive, as a result of such adjustment and all prior adjustments
      pursuant to Section 4.1, upon the full exercise of a Warrant;

	 	 	 
	 	(c) 	
      no adjustment in the number of Common Shares or other
      securities issuable on the exercise of the Warrants shall be required
      unless the adjustment would result in a change of at least 1% in the
      number of Common Shares or other securities then issuable on the exercise
      of the Warrants, provided, however, that any adjustments that, except for
      the provisions of this Section would otherwise have been required to be
      made, shall be carried forward and taken into account in any subsequent
      adjustment;







- 25 – 

	 	(d) 	
      all shares of any class which the holder is at the time
      in question entitled to receive on the exercise of a Warrant, whether or
      not as a result of adjustments made pursuant to Section 4.1 are, for the
      purposes of the interpretation of the Warrant Certificate, deemed to be
      securities which the holder is entitled to acquire pursuant to the
      exercise of a Warrant;

	 	 	 
	 	(e) 	
      in the event of a question arising with respect to the
      adjustments provided for in Section 4.1, that question shall be
      conclusively determined by the Auditors who shall have access to all
      necessary records of the Corporation, and a determination by the Auditors
      shall be binding upon the Corporation, the holder and all other persons
      interested therein;

	 	 	 
	 	(f) 	
      if the Corporation shall set a record date to determine
      the holders of the Common Shares for the purpose of entitling them to
      receive any dividend or distribution or any subscription or exercise
      rights and shall, thereafter and before the distribution to such
      shareholders of any such dividend, distribution or subscription or
      exercise rights, legally abandon its plan to pay or deliver such dividend,
      distribution or subscription or exercise rights, then no adjustment in the
      number of Common Shares obtainable upon exercise of any Warrant shall be
      required by reason of the setting of such record date;

	 	 	 
	 	(g) 	
      no adjustment in the number of Common Shares obtainable
      upon exercise of Warrants shall be made in respect of the issue of Common
      Shares pursuant to:




	 	(i) 	
      the exercise of the Warrants in accordance with the terms
      of this Indenture; or

	 	 	 
	 	(ii) 	
      the issuance of Common Shares pursuant to the exercise of
      options granted pursuant to the Corporation’s stock option plans or
      pursuant to the exercise of rights under currently outstanding warrants or
      convertible debentures to acquire Common Shares;



and any such issue shall be deemed not
to be a Common Share Reorganization, a Rights Offering or a Special
Distribution; and 

in the absence of a resolution of the directors fixing a record
date for a Special Distribution or Rights Offering, the Corporation shall be
deemed to have fixed as the record date therefor the date on which the Special
Distribution or Rights Offering is effected. 

	Section 4.2 	Entitlement to Common Shares on Exercise of
      Warrant. 


All Common Shares or shares of any class or other securities,
which a Registered Warrantholder is at the time in question entitled to receive
on the exercise of its Warrant, whether or not as a result of adjustments made
pursuant to this Article 4, shall, for the purposes of the interpretation of
this Indenture, be deemed to be Common Shares which such Registered
Warrantholder is entitled to acquire pursuant to such Warrant. 

	Section 4.3 	No Adjustment for Certain Transactions.
    


Notwithstanding anything in this Article 4, no adjustment shall
be made in the acquisition rights attached to the Warrants if the issue of
Common Shares is being made pursuant to this Indenture or in connection with (a)
any share incentive plan or restricted share plan or share purchase plan in
force from time to time for directors, officers, employees, consultants or other
service providers of the Corporation; or (b) the satisfaction of existing
instruments issued at the date hereof. 




- 26 – 

	Section 4.4 	Determination by Independent Firm.
  


In the event of any question arising with respect to the
adjustments provided for in this Article 4 such question shall be conclusively
determined by an independent firm of chartered accountants other than the
Auditors, who shall have access to all necessary records of the Corporation, and
such determination shall be binding upon the Corporation, the Warrant Agent, all
holders and all other persons interested therein. 

	Section 4.5 	Proceedings Prior to any Action Requiring
      Adjustment. 


As a condition precedent to the taking of any action which
would require an adjustment in any of the acquisition rights pursuant to any of
the Warrants, including the number of Common Shares which are to be received
upon the exercise thereof, the Corporation shall take any action which may, in
the opinion of Counsel, be necessary in order that the Corporation has unissued
and reserved in its authorized capital and may validly and legally issue as
fully paid and non-assessable all the Common Shares which the holders of such
Warrants are entitled to receive on the full exercise thereof in accordance with
the provisions hereof. 

	Section 4.6 	Certificate of Adjustment.



The Corporation shall from time to time immediately after the
occurrence of any event which requires an adjustment or readjustment as provided
in Section 4.1, deliver a certificate of the Corporation to the Warrant Agent
specifying the nature of the event requiring the adjustment or readjustment and
the amount of the adjustment or readjustment necessitated thereby and setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based, which certificate shall be supported by a certificate
of the Corporation’s Auditors verifying such calculation. The Warrant Agent
shall rely, and shall be protected in so doing, upon the certificate of the
Corporation or of the Corporation’s Auditor and any other document filed by the
Corporation pursuant to this Article 4 for all purposes.

	Section 4.7 	Notice of Special Matters.



The Corporation covenants with the Warrant Agent that, so long
as any Warrant remains outstanding, it will give notice to the Warrant Agent and
to the Registered Warrantholders of its intention to fix a record date that is
prior to the Expiry Date for any matter for which an adjustment may be required
pursuant to Section 4.1. Such notice shall specify the particulars of such event
and the record date for such event, provided that the Corporation shall only be
required to specify in the notice such particulars of the event as shall have
been fixed and determined on the date on which the notice is given. The notice
shall be given in each case not less than 14 days prior to such applicable
record date. If notice has been given and the adjustment is not then
determinable, the Corporation shall promptly, after the adjustment is
determinable, file with the Warrant Agent a computation of the adjustment and
give notice to the Registered Warrantholders of such adjustment computation.

	Section 4.8 	No Action after Notice.



The Corporation covenants with the Warrant Agent that it will
not close its transfer books or take any other corporate action which might
deprive the Registered Warrantholder of the opportunity to exercise its right of
acquisition pursuant thereto during the period of 14 days after the giving of
the certificate or notices set forth in Section 4.6 and Section 4.7. 




- 27 – 

	Section 4.9 	Other Adjustments. 


If the Corporation, after the date hereof, shall take any
action affecting the Common Shares other than action described in Section 4.1,
which in the opinion of the directors of the Corporation would have a material
adverse effect on the rights of Registered Warrantholders, the Exercise Price
and/or the Exchange Rate, there shall be an adjustment in such manner, if any,
and at such time, by action of the directors of the Corporation, acting
reasonably, in their sole discretion as they may determine to be equitable to
the Registered Warrantholders in such circumstances, provided that no such
adjustment will be made unless prior approval of any stock exchange on which the
Common Shares are listed for trading has been obtained. 

	Section 4.10 	Protection of Warrant Agent.  


The Warrant Agent shall not: 

	 	(a) 	
      at any time be under any duty or responsibility to any
      Registered Warrantholder to determine whether any facts exist which may
      require any adjustment contemplated by Section 4.1, or with respect to the
      nature or extent of any such adjustment when made, or with respect to the
      method employed in making the said adjustment;

	 	 	 
	 	(b) 	
      be accountable with respect to the validity or value (or
      the kind or amount) of any Common Shares or of any other securities or
      property which may at any time be issued or delivered upon the exercise of
      the rights attaching to any Warrant;

	 	 	 
	 	(c) 	
      be responsible for any failure of the Corporation to
      issue, transfer or deliver Common Shares or certificates for the same upon
      the surrender of any Warrants for the purpose of the exercise of such
      rights or to comply with any of the covenants contained in this Article;
      and

	 	 	 
	 	(d) 	
      incur any liability 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 directors, officers, employees, agents or servants of the
      Corporation.




	Section 4.11 	Participation by Warrantholder.
  


No adjustments shall be made pursuant to this Article 4 if the
Registered Warrantholders are entitled to participate in any event described in
this Article 4 on the same terms, mutatis mutandis, as if the Registered
Warrantholders had exercised their Warrants prior to, or on the effective date
or record date of, such event. 

ARTICLE 5 
RIGHTS OF THE CORPORATION AND
COVENANTS 

	Section 5.1 	Optional Purchases by the Corporation.
    


Subject to compliance with applicable securities legislation
and approval of applicable regulatory authorities, including the TSX, the
Corporation may from time to time purchase by private contract or otherwise any
of the Warrants. Any such purchase shall be made at the lowest price or prices
at which, in the opinion of the directors of the Corporation, such Warrants are
then obtainable, plus reasonable costs of purchase, and may be made in such
manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case
of Certificated Warrants, Warrant Certificates representing the Warrants
purchased pursuant to this Section 5.1 shall forthwith be delivered to and
cancelled by the Warrant Agent and reflected accordingly on the register of
Warrants. In the case of Uncertificated Warrants, the Warrants purchased
pursuant to this Section 5.1 shall be reflected accordingly on the register of
Warrant and in accordance with procedures prescribed by the Depository under the
book entry registration system. No Warrants shall be issued in replacement
thereof. 




- 28 – 

	Section 5.2 	General Covenants. 


The Corporation covenants with the Warrant Agent that so long
as any Warrants remain outstanding: 

	 	(a) 	
      it will reserve and keep available a sufficient number of
      Common Shares for the purpose of enabling it to satisfy its obligations to
      issue Common Shares upon the exercise of the Warrants;

	 	 	 
	 	(b) 	
      it will cause the Common Shares from time to time
      acquired pursuant to the exercise of the Warrants to be duly issued and
      delivered in accordance with the Warrants and the terms hereof;

	 	 	 
	 	(c) 	
      all Common Shares which shall be issued upon exercise of
      the right to acquire provided for herein shall be fully paid and
      non-assessable;

	 	 	 
	 	(d) 	
      it will use reasonable commercial efforts to maintain its
      existence and carry on its business in the ordinary course, provided that
      this clause shall not be construed as limiting or restricting the
      Corporation to agree to a consolidation, amalgamation, arrangement,
      takeover bid, or merger even if the transaction would alter the
      Corporation’s existence or business in the ordinary course;

	 	 	 
	 	(e) 	
      for a period of two years from the date hereof, it will
      use reasonable commercial efforts to ensure that all Common Shares
      outstanding or issuable from time to time (including without limitation
      the Common Shares issuable on the exercise of the Warrants) continue to be
      or are listed and posted for trading on the TSX (or such other Canadian
      stock exchange acceptable to the Corporation), provided that this clause
      shall not be construed as limiting or restricting the Corporation to agree
      to a consolidation, amalgamation, arrangement, takeover bid or merger even
      if the consideration being offered is not securities that are so listed
      and posted for trading.

	 	 	 
	 	(f) 	
      it will use commercially reasonable efforts to make all
      requisite filings under applicable Canadian and U.S. securities
      legislation including those necessary to remain a reporting issuer not in
      default in each of the provinces and other jurisdictions where it is or
      becomes a reporting issuer and under the federal securities laws of the
      United States; and

	 	 	 
	 	(g) 	
      generally, it will use commercially reasonable efforts to
      perform and carry out all of the acts or things to be done by it as
      provided in this Indenture.




	Section 5.3 	Warrant Agent’s Remuneration and
      Expenses. 


The Corporation covenants that it will pay to the Warrant Agent
from time to time reasonable remuneration for its services hereunder and will
pay or reimburse the Warrant Agent upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Warrant Agent in the administration or execution of its duties hereby created
(including the reasonable compensation and the disbursements of its Counsel and
all other advisers and assistants not regularly in its employ) both before any
default hereunder and thereafter until all duties of the Warrant 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 Warrant Agent against unpaid invoices and shall be
payable upon demand. This Section shall survive the resignation or removal of
the Warrant Agent and/or the termination of this Indenture. 




- 29 – 

	Section 5.4 	Performance of Covenants by Warrant
      Agent. 


If the Corporation shall fail to perform any of its covenants
contained in this Indenture, the Warrant Agent may notify the Registered
Warrantholders of such failure on the part of the Corporation or may itself
perform any of the covenants capable of being performed by it but, subject to
Section 9.2, shall be under no obligation to perform said covenants or to notify
the Registered Warrantholders of such performance by it. All sums expended or
advanced by the Warrant Agent in so doing shall be repayable as provided in
Section 5.3. No such performance, expenditure or advance by the Warrant Agent
shall relieve the Corporation of any default hereunder or of its continuing
obligations under the covenants herein contained. 

	Section 5.5 	Enforceability of Warrants.
  


The Corporation covenants and agrees that it is duly authorized
to create and issue the Warrants to be issued hereunder and that the Warrants,
when issued and Authenticated as herein provided, will be valid and enforceable
against the Corporation in accordance with the provisions hereof and the terms
hereof and that, subject to the provisions of this Indenture, the Corporation
will cause the Common Shares from time to time acquired upon exercise of
Warrants issued under this Indenture to be duly issued and delivered in
accordance with the terms of this Indenture. 

ARTICLE 6 
ENFORCEMENT 

	Section 6.1 	Suits by Registered Warrantholders.
  


All or any of the rights conferred upon any Registered
Warrantholder by any of the terms of this Indenture may be enforced by the
Registered Warrantholder by appropriate proceedings but without prejudice to the
right which is hereby conferred upon the Warrant Agent to proceed in its own
name to enforce each and all of the provisions herein contained for the benefit
of the Registered Warrantholders. 

	Section 6.2 	Suits by the Corporation.



The Corporation shall have the right to enforce full payment of
the Exercise Price of all Common Shares issued by the Warrant Agent to a
Registered Warrantholder hereunder and shall be entitled to demand such payment
from the Registered Warrantholder or alternatively to instruct the Warrant Agent
to cancel the share certificates and amend the securities register accordingly.


	Section 6.3 	Immunity of Shareholders, etc.
  


The Warrant Agent and the Warrantholders hereby waive and
release any right, cause of action or remedy now or hereafter existing in any
jurisdiction against any incorporator or any past, present or future
shareholder, trustee, employee or agent of the Corporation or any successor
Corporation on any covenant, agreement, representation or warranty by the
Corporation herein. 




- 30 – 

	Section 6.4 	Waiver of Default. 


Upon the happening of any default
hereunder: 

	 	(a) 	
      the Registered Warrantholders of not less than 51% of the
      Warrants then outstanding shall have power (in addition to the powers
      exercisable by Extraordinary Resolution) by requisition in writing to
      instruct the Warrant Agent to waive any default hereunder and the Warrant
      Agent shall thereupon waive the default upon such terms and conditions as
      shall be prescribed in such requisition; or

	 	 	 
	 	(b) 	
      the Warrant Agent shall have power to waive any default
      hereunder upon such terms and conditions as the Warrant Agent may deem
      advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion,
      based on the advice of Counsel, the same shall have been cured or adequate
      provision made therefore;



provided that no delay or omission of the Warrant Agent or of
the Registered Warrantholders to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a
waiver of any such default or acquiescence therein and provided further that no
act or omission either of the Warrant Agent or of the Registered Warrantholders
in the premises shall extend to or be taken in any manner whatsoever to affect
any subsequent default hereunder of the rights resulting therefrom. 

ARTICLE 7 
MEETINGS OF REGISTERED
WARRANTHOLDERS 

	Section 7.1 	Right to Convene Meetings.



The Warrant Agent may at any time and from time to time, and
shall on receipt of a written request of the Corporation or of a Warrantholders’
Request and upon being indemnified and funded to its reasonable satisfaction by
the Corporation or by the Registered Warrantholders signing such Warrantholders’
Request against the costs which may be incurred in connection with the calling
and holding of such meeting, convene a meeting of the Registered Warrantholders.
If the Warrant Agent fails to so call a meeting within seven days after receipt
of such written request of the Corporation or such Warrantholders’ Request and
the indemnity and funding given as aforesaid, the Corporation or such Registered
Warrantholders, as the case may be, may convene such meeting. Every such meeting
shall be held in the City of Vancouver or at such other place as may be approved
or determined by the Warrant Agent. 

	Section 7.2 	Notice. 


At least 21 days’ prior written notice of any meeting of
Registered Warrantholders shall be given to the Registered Warrantholders in the
manner provided for in Section 10.2 and a copy of such notice shall be sent by
mail to the Warrant Agent (unless the meeting has been called by the Warrant
Agent) and to the Corporation (unless the meeting has been called by the
Corporation). Such notice shall state the time when and the place where the
meeting is to be held, shall state briefly the general nature of the business to
be transacted thereat and shall contain such information as is reasonably
necessary to enable the Registered Warrantholders 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 Section
7.2. 




- 31 – 

	Section 7.3 	Chairman. 


An individual (who need not be a Registered Warrantholder)
designated in writing by the Warrant Agent shall be chairman of the meeting and
if no individual is so designated, or if the individual so designated is not
present within fifteen minutes from the time fixed for the holding of the
meeting, the Registered Warrantholders present in person or by proxy shall
choose an individual present to be chairman. 

	Section 7.4 	Quorum. 


Subject to the provisions of Section 7.11, at any meeting of
the Registered Warrantholders a quorum shall consist of Registered
Warrantholder(s) present in person or by proxy and entitled to purchase at least
25% of the aggregate number of Common Shares which could be acquired pursuant to
all the then outstanding Warrants. If a quorum of the Registered Warrantholders
shall not be present within thirty minutes from the time fixed for holding any
meeting, the meeting, if summoned by Registered Warrantholders or on a
Warrantholders’ 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 next following Business
Day) at the same time and place and no notice of the adjournment need be given.
Any business may be brought before or dealt with at an adjourned meeting which
might have been dealt with at the original meeting in accordance with the notice
calling the same. No business shall be transacted at any meeting unless a quorum
be present at the commencement of business. At the adjourned meeting the
Registered Warrantholders 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 be entitled to acquire at least 25% of the
aggregate number of Common Shares which may be acquired pursuant to all then
outstanding Warrants. 

	Section 7.5 	Power to Adjourn. 


The chairman of any meeting at which a quorum of the Registered
Warrantholders 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. 

	Section 7.6 	Show of Hands. 


Every question submitted to a meeting shall be decided in the
first place by a majority of the votes given on a show of hands except that
votes on an Extraordinary Resolution shall be given in the manner hereinafter
provided. At any such meeting, unless a poll is duly demanded as herein
provided, a declaration by the 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. 

	Section 7.7 	Poll and Voting.




	(1) 	
      On every Extraordinary Resolution, and on any other
      question submitted to a meeting and after a vote by show of hands when
      demanded by the chairman or by one or more of the Registered
      Warrantholders acting in person or by proxy and representing in the
      aggregate at least 5% of the aggregate number of all the Warrants then
      outstanding, a poll shall be taken in such manner as the chairman shall
      direct. Questions other than those required to be determined by
      Extraordinary Resolution shall be decided by a majority of the votes cast
      on the poll.

	 	 
	(2) 	
      On a show of hands, every person who is present and
      entitled to vote, whether as a Registered Warrantholder or as proxy for
      one or more absent Registered Warrantholders, or both, shall
  have one vote. On a poll, each Registered Warrantholder present in
person or represented by a proxy duly appointed by instrument in writing shall
be entitled to one vote in respect of each Warrant then held or represented by
it. A proxy need not be a Registered Warrantholder. The chairman of any meeting
shall be entitled, both on a show of hands and on a poll, to vote in respect of
the Warrants, if any, held or represented by him. 







- 32 – 

	Section 7.8 	Regulations. 



	(1) 	
      The Warrant Agent, or the Corporation with the approval
      of the Warrant Agent, may from time to time make and from time to time
      vary such regulations as it shall think fit for the setting of the record
      date for a meeting for the purpose of determining Registered
      Warrantholders entitled to receive notice of and to vote at the
      meeting.

	 	 
	(2) 	
      Any regulations so made shall be binding and effective
      and the votes given in accordance therewith shall be valid and shall be
      counted. Save as such regulations may provide, the only persons who shall
      be recognized at any meeting as a Registered Warrantholder, or be entitled
      to vote or be present at the meeting in respect thereof (subject to
      Section 7.9), shall be Registered Warrantholders or proxies of Registered
      Warrantholders.




	Section 7.9 	Corporation and Warrant Agent May be
      Represented. 


The Corporation and the Warrant Agent, by their respective
directors, officers, agents, and employees and the Counsel for the Corporation
and for the Warrant Agent may attend any meeting of the Registered
Warrantholders. 

	Section 7.10 	Powers Exercisable by Extraordinary
      Resolution. 


In addition to all other powers conferred upon them by any
other provisions of this Indenture or by law, the Registered Warrantholders at a
meeting shall, subject to the provisions of Section 7.11, have the power
exercisable from time to time by Extraordinary Resolution: 

	 	(a) 	
      to agree to any modification, abrogation, alteration,
      compromise or arrangement of the rights of Registered Warrantholders or
      the Warrant Agent in its capacity as warrant agent hereunder (subject to
      the Warrant Agent’s prior consent, acting reasonably) or on behalf of the
      Registered Warrantholders against the Corporation whether such rights
      arise under this Indenture or otherwise; provided that, for greater
      certainty, no rights or obligations of the Corporation under this
      Indenture or the Warrants will be adversely affected without the
      Corporation’s consent;

	 	 	 
	 	(b) 	
      to amend, alter or repeal any Extraordinary Resolution
      previously passed or sanctioned by the Registered
Warrantholders;

	 	 	 
	 	(c) 	
      to direct or to authorize the Warrant Agent, subject to
      Section 9.2(2) hereof, to enforce any of the covenants on the part of the
      Corporation contained in this Indenture or to enforce any of the rights of
      the Registered Warrantholders in any manner specified in such
      Extraordinary Resolution or to refrain from enforcing any such covenant or
      right;

	 	 	 
	 	(d) 	
      to waive, and to direct the Warrant Agent to waive, any
      default on the part of the Corporation in complying with any provisions of
      this Indenture either unconditionally or upon any conditions specified in
      such Extraordinary Resolution;







- 33 – 

	 	(e) 	
      to restrain any Registered Warrantholder 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
      Indenture or to enforce any of the rights of the Registered
      Warrantholders;

	 	 	 
	 	(f) 	
      to direct any Registered Warrantholder 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 Registered Warrantholder
      in connection therewith;

	 	 	 
	 	(g) 	
      to assent to any change in or omission from the
      provisions contained in this Indenture or any ancillary or supplemental
      instrument which may be agreed to by the Corporation, and to authorize the
      Warrant Agent to concur in and execute any ancillary or supplemental
      indenture embodying the change or omission;

	 	 	 
	 	(h) 	
      with the consent of the Corporation, such consent not to
      be unreasonably withheld, to remove the Warrant Agent or its successor in
      office and to appoint a new warrant agent or warrant agents to take the
      place of the Warrant Agent so removed; and

	 	 	 
	 	(i) 	
      to assent to any compromise or arrangement with any
      creditor or creditors or any class or classes of creditors, whether
      secured or otherwise, and with holders of any shares or other securities
      of the Corporation.




	Section 7.11 	Meaning of Extraordinary Resolution.
  



	(1) 	
      The expression “Extraordinary Resolution” when
      used in this Indenture means, subject as hereinafter provided in this
      Section 7.11 and in Section 7.14, a resolution proposed at a meeting of
      Registered Warrantholders duly convened for that purpose and held in
      accordance with the provisions of this Article 7 at which there are
      present in person or by proxy Registered Warrantholders holding at least
      25% of the aggregate number of then outstanding Warrants and passed by the
      affirmative votes of Registered Warrantholders holding not less than 66
      2/ % of the 3 aggregate number of then outstanding Warrants at
      the meeting and voted on the poll upon suchresolution.

	 	
       

	(2) 	
      If, at the meeting at which an Extraordinary Resolution
      is to be considered, Registered Warrantholders holding at least 25% of the
      aggregate number of then outstanding Warrants are not present in person or
      by proxy within 30 minutes after the time appointed for the meeting, then
      the meeting, if convened by Registered Warrantholders or on a
      Warrantholders’ Request, shall be dissolved; but in any other case the
      meeting shall be adjourned to such day, being not less than 15 or more
      than 60 days later, and to such place and time as may be appointed by the
      chairman. Not less than 14 days’ prior notice shall be given of the time
      and place of such adjourned meeting in the manner provided for in Section
      10.2. Such notice shall state that at the adjourned meeting the Registered
      Warrantholders present in person or by proxy shall form a quorum but it
      shall not be necessary to set forth the purposes for which the meeting was
      originally called or any other particulars. At the adjourned meeting the
      Registered Warrantholders present in person or by proxy shall form a
      quorum and may transact the business for which the meeting was originally
      convened and a resolution proposed at such adjourned meeting and passed by
      the requisite vote as provided in Section 7.11(1) shall be an
      Extraordinary Resolution within the meaning of this Indenture
      notwithstanding that Registered Warrantholders representing at least 25%
      of the aggregate number of then outstanding Warrants are not
  present in person or by proxy at such adjourned meeting.







- 34 – 

	(3) 	
      Subject to Section 7.14, votes on an Extraordinary
      Resolution shall always be given on a poll and no demand for a poll on an
      Extraordinary Resolution shall be necessary.




	Section 7.12 	Powers Cumulative. 


Any one or more of the powers or any combination of the powers
in this Indenture stated to be exercisable by the Registered Warrantholders by
Extraordinary Resolution or otherwise may be exercised from time to time and the
exercise of any one or more of such powers or any combination of powers from
time to time shall not be deemed to exhaust the right of the Registered
Warrantholders to exercise such power or powers or combination of powers then or
thereafter from time to time. 

	Section 7.13 	Minutes. 


Minutes of all resolutions and proceedings at every meeting of
Registered Warrantholders shall be made and duly recorded in books, 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 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.


	Section 7.14 	Instruments in Writing.



All actions which may be taken and all powers that may be
exercised by the Registered Warrantholders at a meeting held as provided in this
Article 7 may also be taken and exercised by Registered Warrantholders holding
not less than 662/3% of the aggregate number of then outstanding Warrants by an
instrument in writing signed in one or more counterparts by such Registered
Warrantholders in person or by attorney duly appointed in writing, and the
expression “Extraordinary Resolution” when used in this Indenture shall
include an instrument so signed. 

	Section 7.15 	Binding Effect of Resolutions.
  


Every resolution and every Extraordinary Resolution passed in
accordance with the provisions of this Article 7 at a meeting of Registered
Warrantholders shall be binding upon all the Warrantholders, whether present at
or absent from such meeting, and every instrument in writing signed by
Registered Warrantholders in accordance with Section 7.14 shall be binding upon
all the Warrantholders, whether signatories thereto or not, and each and every
Warrantholder and the Warrant Agent (subject to the provisions for indemnity
herein contained) shall be bound to give effect accordingly to every such
resolution and instrument in writing. 

	Section 7.16 	Holdings by Corporation Disregarded.
  


In determining whether Registered Warrantholders holding
Warrants evidencing the entitlement to acquire the required number of Common
Shares are present at a meeting of Registered Warrantholders for the purpose of
determining a quorum or have concurred in any consent, waiver, Extraordinary
Resolution, Warrantholders’ Request or other action under this Indenture,
Warrants owned legally or beneficially by the Corporation shall be disregarded
in accordance with the provisions of Section 10.7. 




- 35 – 

ARTICLE 8
SUPPLEMENTAL INDENTURES 

	Section 8.1 	Provision for Supplemental Indentures for
      Certain Purposes. 


From time to time, the Corporation (when authorized by action
of the directors of the Corporations and the approval of any stock exchange) and
the Warrant Agent may, subject to the provisions hereof, and subject to
compliance with applicable securities legislation and the approval, if any, of
applicable regulatory authorities, including the TSX, and they shall, when so
directed in accordance with the provisions hereof, execute and deliver by their
proper officers, indentures or instruments supplemental hereto, which thereafter
shall form part hereof, for any one or more or all of the following purposes:


	 	(a) 	
      setting forth any adjustments resulting from the
      application of the provisions of Article 4;

	 	 	 
	 	(b) 	
      adding to the provisions hereof such additional covenants
      and enforcement provisions as, in the opinion of Counsel, are necessary or
      advisable in the premises, provided that the same are not in the opinion
      of the Warrant Agent, relying on the advice of Counsel, prejudicial to the
      interests of the Registered Warrantholders;

	 	 	 
	 	(c) 	
      increasing the number of Warrants issuable under this
      Indenture;

	 	 	 
	 	(d) 	
      giving effect to any Extraordinary Resolution passed as
      provided in Section 7.11;

	 	 	 
	 	(e) 	
      making such provisions not inconsistent with this
      Indenture as may be necessary or desirable with respect to matters or
      questions arising hereunder or for the purpose of obtaining a listing or
      quotation of the Warrants on any stock exchange, provided that such
      provisions are not, in the opinion of the Warrant Agent, relying on the
      advice of Counsel, prejudicial to the interests of the Registered
      Warrantholders;

	 	 	 
	 	(f) 	
      adding to or altering the provisions hereof in respect of
      the transfer of Warrants, making provision for the exchange of Warrants,
      and making any modification in the form of the Warrant Certificates which
      does not affect the substance thereof;

	 	 	 
	 	(g) 	
      modifying any of the provisions of this Indenture,
      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 Warrant Agent, relying on the advice of Counsel,
      such modification or relief in no way prejudices any of the rights of the
      Registered Warrantholders or of the Warrant Agent, and provided further
      that the Warrant Agent may in its sole discretion decline to enter into
      any such supplemental indenture which in its opinion may not afford
      adequate protection to the Warrant Agent when the same shall become
      operative; and

	 	 	 
	 	(h) 	
      for any other purpose not inconsistent with the terms of
      this Indenture, including the correction or rectification of any
      ambiguities, defective or inconsistent provisions, errors, mistakes or
      omissions herein, provided that in the opinion of the Warrant Agent,
      relying on the advice of Counsel, the rights of the Warrant Agent and of
      the Registered Warrantholders are in no way prejudiced
  thereby.







- 36 – 

	Section 8.2 	Successor Entities. 


In the case of the consolidation, amalgamation, arrangement,
merger or transfer of the undertaking or assets of the Corporation as an
entirety or substantially as an entirety to or with another entity
(“successor entity”), the successor entity resulting from such
consolidation, amalgamation, arrangement, merger or transfer (if not the
Corporation) shall expressly assume, by supplemental indenture satisfactory in
form to the Warrant Agent and executed and delivered to the Warrant Agent, the
due and punctual performance and observance of each and every covenant and
condition of this Indenture to be performed and observed by the Corporation.


ARTICLE 9 
CONCERNING THE WARRANT AGENT


	Section 9.1 	Trust Indenture Legislation.
  



	(1) 	
      If and to the extent that any provision of this Indenture
      limits, qualifies or conflicts with a mandatory requirement of Applicable
      Law, such mandatory requirement shall prevail.

	 	 
	(2) 	
      The Corporation and the Warrant Agent agree that each
      will, at all times in relation to this Indenture and any action to be
      taken hereunder, observe and comply with and be entitled to the benefits
      of Applicable Law.




	Section 9.2 	Rights and Duties of Warrant Agent.
  



	(1) 	
      In the exercise of the rights and duties prescribed or
      conferred by the terms of this Indenture, the Warrant Agent shall exercise
      that degree of care, diligence and skill that a reasonably prudent warrant
      agent would exercise in comparable circumstances. No provision of this
      Indenture shall be construed to relieve the Warrant Agent from liability
      for its own gross negligent action, wilful misconduct, bad faith or fraud
      under this Indenture.

	 	 
	(2) 	
      The obligation of the Warrant Agent to commence or
      continue any act, action or proceeding for the purpose of enforcing any
      rights of the Warrant Agent or the Registered Warrantholders hereunder
      shall be conditional upon the Registered Warrantholders furnishing, when
      required by notice by the Warrant Agent, sufficient funds to commence or
      to continue such act, action or proceeding and an indemnity reasonably
      satisfactory to the Warrant Agent to protect and to hold harmless the
      Warrant Agent and its officers, directors, employees and agents, against
      the costs, charges and expenses and liabilities to be incurred thereby and
      any loss and damage it may suffer by reason thereof. None of the
      provisions contained in this Indenture shall require the Warrant Agent to
      expend or to risk its own funds or otherwise to incur financial liability
      in the performance of any of its duties or in the exercise of any of its
      rights or powers unless indemnified and funded as aforesaid.

	 	 
	(3) 	
      The Warrant Agent may, before commencing or at any time
      during the continuance of any such act, action or proceeding, require the
      Registered Warrantholders, at whose instance it is acting to deposit with
      the Warrant Agent the Warrants Certificates held by them, for which
      Warrants the Warrant Agent shall issue receipts.

	 	 
	(4) 	
      Every provision of this Indenture that by its terms
      relieves the Warrant Agent of liability or entitles it to rely upon any
      evidence submitted to it is subject to the provisions of Applicable
      Law.







- 37 – 

	Section 9.3 	Evidence, Experts and Advisers.
  



	(1) 	
      In addition to the reports, certificates, opinions and
      other evidence required by this Indenture, the Corporation shall furnish
      to the Warrant Agent such additional evidence of compliance with any
      provision hereof, and in such form, as may be prescribed by Applicable Law
      or as the Warrant Agent may reasonably require by written notice to the
      Corporation.

	 	 
	(2) 	
      In the exercise of its rights and duties hereunder, the
      Warrant Agent may, if it is acting in good faith, 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 Warrant Agent pursuant to a request of the Warrant Agent,
      or pursuant to any provision hereof or any Applicable Law.

	 	 
	(3) 	
      Whenever it is provided in this Indenture or under
      Applicable Law that the Corporation shall deposit with the Warrant 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 Warrant Agent take
      the action to be based thereon.

	 	 
	(4) 	
      The Warrant Agent may employ or retain such Counsel,
      accountants, appraisers or other experts or advisers as it may reasonably
      require for the purpose of discharging its duties hereunder and may pay
      reasonable remuneration for all services so performed by any of them,
      without taxation of costs of any Counsel, 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 Warrant Agent.

	 	 
	(5) 	
      The Warrant 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 any Counsel, accountant, appraiser, engineer or
      other expert or adviser, whether retained or employed by the Corporation
      or by the Warrant Agent, in relation to any matter arising in the
      administration of the agency hereof.




	Section 9.4 	Documents, Monies, etc. Held by Warrant
      Agent. 



	(1) 	
      Any monies, securities, documents of title or other
      instruments that may at any time be held by the Warrant Agent may be
      placed in the deposit vaults of the Warrant Agent or of any Canadian
      chartered bank listed in Schedule I of the Bank Act (Canada), or
      deposited for safekeeping with any such bank.

	 	 
	(2) 	
      Any written direction for the investment or release of
      funds received shall be received by the Warrant Agent by 9:00 a.m.
      (Toronto time) on the Business Day on which such investment or release is
      to be made, failing which such direction will be handled on a commercially
      reasonable efforts basis and may result in funds being invested or
      released on the next Business Day.

	 	 
	(3) 	
      The Warrant Agent shall have no responsibility or
      liability for any diminution of any funds resulting from any investment
      made in accordance with this Indenture, including any losses on any
      investment liquidated prior to maturity in order to make a payment
      required hereunder.

	 	 
	(4) 	
      In the event that the Warrant Agent does not receive a
      direction or only a partial direction, the Warrant Agent may hold cash
      balances constituting part or all of such monies and may, but need not,
      invest same in its deposit department, the deposit department of one of
      its affiliates, or the deposit department of a Canadian chartered bank; but the
Warrant Agent, its affiliates or a Canadian chartered bank shall not be liable
to account for any profit to any parties to this Indenture or to any other
person or entity. 







- 38 – 

	Section 9.5 	Actions by Warrant Agent to Protect
      Interest. 


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

	Section 9.6 	Warrant Agent Not Required to Give
      Security. 


The Warrant Agent shall not be required to give any bond or
security in respect of the execution of the agency and powers of this Indenture
or otherwise in respect of the premises. 

	Section 9.7 	Protection of Warrant Agent.
  


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

	 	(a) 	
      the Warrant Agent shall not be liable for or by reason of
      any statements of fact or recitals in this Indenture or in the Warrant
      Certificates (except the representation contained in Section 9.9 or in the
      Authentication of the Warrant Agent on the Warrant Certificates) or be
      required to verify the same, but all such statements or recitals are and
      shall be deemed to be made by the Corporation;

	 	 	 
	 	(b) 	
      nothing herein contained shall impose any obligation on
      the Warrant Agent to see to or to require evidence of the registration or
      filing (or renewal thereof) of this Indenture or any instrument ancillary
      or supplemental hereto;

	 	 	 
	 	(c) 	
      the Warrant Agent shall not be bound to give notice to
      any person or persons of the execution hereof;

	 	 	 
	 	(d) 	
      the Warrant 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 its covenants
      herein contained or of any acts of any directors, officers, employees,
      agents or servants of the Corporation;

	 	 	 
	 	(e) 	
      the Corporation hereby indemnifies and agrees to hold
      harmless the Warrant Agent, its affiliates, their officers, directors,
      employees, agents, successors and assigns from and against any and all
      liabilities, losses, damages, penalties, claims, actions, suits, costs,
      expenses and disbursements, including reasonable legal fees and
      disbursements of whatever kind and nature which may at any time be imposed
      on or incurred by or asserted against the Warrant Agent, whether
      groundless or otherwise, arising, from or out of any act, omission or
      error of the Warrant Agent, provided that the Corporation shall not be
      required to indemnify the Warrant Agent in the event of the gross
      negligence, wilful misconduct, bad faith or fraud of the Warrant Agent,
      and this provision shall survive the resignation or removal of the Warrant
      Agent or the termination or discharge of this Indenture;
  and







- 39 – 

	 	(f) 	
      notwithstanding the foregoing or any other provision of
      this Indenture, any liability of the Warrant Agent shall be limited, in
      the aggregate, to the amount of annual retainer fees paid by the
      Corporation to the Warrant Agent under this Indenture in the twelve (12)
      months immediately prior to the Warrant Agent receiving the first notice
      of the claim. Notwithstanding any other provision of this Indenture, and
      whether such losses or damages are foreseeable or unforeseeable, the
      Warrant 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.




	Section 9.8 	Replacement of Warrant Agent; Successor by
      Merger 



	(1) 	
      The Warrant Agent may resign its agency and be discharged
      from all further duties and liabilities hereunder, subject to this Section
      9.8, by giving to the Corporation not less than 60 days’ prior notice in
      writing or such shorter prior notice as the Corporation may accept as
      sufficient. The Registered Warrantholders by Extraordinary Resolution
      shall have power at any time to remove the existing Warrant Agent and to
      appoint a new Warrant Agent. In the event of the Warrant 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 Warrant agent unless a new
      Warrant Agent has already been appointed by the Registered Warrantholders;
      failing such appointment by the Corporation, the retiring Warrant Agent or
      any Registered Warrantholder may apply to a judge of Supreme Court of the
      Province of British Columbia on such notice as such judge may direct, for
      the appointment of a new warrant agent; but any new warrant agent so
      appointed by the Corporation or by the Court shall be subject to removal
      as aforesaid by the Registered Warrantholders. Any new Warrant Agent
      appointed under any provision of this Section 9.8 shall be an entity
      authorized to carry on the business of a trust company in the Province of
      British Columbia and, if required by the Applicable Law for any other
      provinces, in such other provinces. On any such appointment the new
      Warrant Agent shall be vested with the same powers, rights, duties and
      responsibilities as if it had been originally named herein as Warrant
      Agent hereunder.

	 	 
	(2) 	
      Upon the appointment of a successor Warrant Agent, the
      Corporation shall promptly notify the Registered Warrantholders thereof in
      the manner provided for in Section 10.2.

	 	 
	(3) 	
      Any Warrant Certificates Authenticated but not delivered
      by a predecessor Warrant Agent may be Authenticated by the successor
      Warrant Agent in the name of the predecessor or successor Warrant
      Agent.

	 	 
	(4) 	
      Any corporation in to which the Warrant Agent may be
      merged or consolidated or amalgamated, or any corporation resulting
      therefrom to which the Warrant Agent shall be a party, or any corporation
      succeeding to substantially the corporate trust business of the Warrant
      Agent shall be the successor to the Warrant 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 successor Warrant Agent
      under Section 9.8(1).




	Section 9.9 	Conflict of Interest




	(1) 	
      The Warrant Agent represents to the best of its knowledge
      to the Corporation that at the time of execution and delivery hereof no
      material conflict of interest exists between its role as a Warrant Agent
      hereunder and its role in any other capacity and agrees that in the event
      of a material conflict of interest arising hereafter it will, within 30
      days after ascertaining that it has such material conflict of interest,
      either eliminate the same or assign its agency hereunder to a successor
      Warrant Agent approved by the Corporation and meeting the requirements set
      forth in Section 9.8(1). Notwithstanding the foregoing provisions of this
      Section 9.9(1), if any such material conflict of interest exists or
      hereafter shall exist, the validity and enforceability of this Indenture
      and the Warrant Certificate shall not be affected in any manner whatsoever
  by reason thereof.







- 40 – 

	(2) 	
      Subject to Section 9.9(1), the Warrant 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 without being liable to account for any
      profit made thereby.




	Section 9.10 	Acceptance of Agency



The Warrant Agent hereby accepts the agency in this Indenture
declared and provided for and agrees to perform the same upon the terms and
conditions herein set forth. 

	Section 9.11 	Warrant Agent Not to be Appointed
      Receiver. 


The Warrant Agent and any person related to the Warrant 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. 

	Section 9.12 	Warrant Agent Not Required to Give Notice of
      Default. 


The Warrant 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 Warrant 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 Warrant Agent and in the absence of any such notice the Warrant Agent may
for all purposes of this Indenture 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 Warrant Agent to determine
whether or not the Warrant Agent shall take action with respect to any default.


	Section 9.13 	Anti-Money Laundering.




	(1) 	
      Each party to this Agreement other than the Warrant Agent
      hereby represents to the Warrant Agent that any account to be opened by,
      or interest to be held by the Warrant 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 Warrant
      Agent’s prescribed form as to the particulars of such third
  party.

	 	 
	(2) 	
      The Warrant 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 Warrant Agent, in its sole
      judgment, determines that such act might cause it to be in non-compliance
      with any applicable anti-money laundering, anti-terrorist or economic
      sanctions legislation, regulation or guideline. Further, should the
      Warrant Agent, in its sole judgment, determine at any time that its acting
      under this Indenture has resulted in its being in non-compliance with any
      applicable anti-money laundering, anti-terrorist or economic sanctions
      legislation, regulation or guideline, then it
shall have the right to resign on 10 days written notice to the other
parties to this Indenture, provided (i) that the Warrant Agent’s written notice
shall describe the circumstances of such non-compliance; and (ii) that if such
circumstances are rectified to the Warrant Agent’s satisfaction within such
10-day period, then such resignation shall not be effective. 







- 41 – 

	Section 9.14 	Compliance with Privacy Code.
  


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

	 	(a) 	
      to provide the services required under this Indenture and
      other services that may be requested from time to time;

	 	 	 
	 	(b) 	
      to help the Warrant Agent manage its servicing
      relationships with such individuals;

	 	 	 
	 	(c) 	
      to meet the Warrant Agent’s legal and regulatory
      requirements; and

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



The Corporation acknowledges and agrees that the Warrant Agent
may receive, collect, use and disclose personal information provided to it or
acquired by it in the course of its acting as an agent hereunder for the
purposes described above and, generally, in the manner and on the terms
described in its privacy code, which the Warrant Agent shall make available on
its website or upon request, including revisions thereto. The Warrant Agent may
transfer personal information to other companies in or outside of Canada that
provide data processing and storage or other support in order to facilitate the
services it provides. Further, the Corporation agrees that it shall not provide
or cause to be provided to the Warrant Agent any personal information relating
to an individual who is not a party to this Indenture unless the Corporation has
assured itself that such individual understands and has consented to the
aforementioned uses and disclosures. 

	Section 9.15 	Securities Exchange Commission
      Certification. 


The Corporation confirms that it has either (i) a class of
securities registered pursuant to Section 12 of the U.S. Exchange Act; or (ii) a
reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, and has
provided the Warrant Agent with a certificate of an officer of the Corporation
(in a form provided by the Warrant Agent) certifying such reporting obligation
and other information as requested by the Warrant Agent. The Corporation
covenants that in the event that any such registration or reporting obligation
shall be terminated by the Corporation in accordance with the U.S. Exchange Act,
the Corporation shall promptly notify the Warrant Agent of such termination and
such other information as the Warrant Agent may require at the time. The
Corporation acknowledges that the Warrant Agent is relying upon the foregoing
representation and covenants in order to meet certain SEC obligations with
respect to those clients who are filing with the SEC. 




- 42 – 

ARTICLE 10 
GENERAL 

	Section 10.1 	Notice to the Corporation and the Warrant
      Agent. 



	(1) 	
      Unless herein otherwise expressly provided, any notice to
      be given hereunder to the Corporation or the Warrant Agent shall be deemed
      to be validly given if delivered, sent by registered letter, postage
      prepaid or if telecopied:




	 	(a) 	
      If to the Corporation:



Helius Medical Technologies, Inc.

41 University Drive 
Newtown, PA 18940 

Attention: Chief Financial Officer


Facsimile: 778-329-9361 

	 	(b) 	
      If to the Warrant Agent:



Computershare Trust Company of Canada

3rd Floor, 510 Burrard Street 
Vancouver, British Columbia

V6C 3B9 

Attention: General Manager, Corporate
Trust 

E-mail:
corporatetrust.vancouver@computershare.com 

and any such notice delivered in
accordance with the foregoing shall be deemed to have been received and given on
the date of delivery or, if mailed, on the fifth Business Day following the date
of mailing such notice or, if sent by facsimile or email, on the next Business
Day following the date of transmission. 

	(2) 	
      The Corporation or the Warrant Agent, as the case may be,
      may from time to time notify the other in the manner provided in Section
      10.1(1) 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 Warrant Agent, as the case may be, for all purposes of
      this Indenture.

	 	 
	(3) 	
      If, by reason of a strike, lockout or other work
      stoppage, actual or threatened, involving postal employees, any notice to
      be given to the Warrant Agent or to the Corporation hereunder could
      reasonably be considered unlikely to reach its destination, such notice
      shall be valid and effective only if it is delivered to the named officer
      of the party to which it is addressed, as provided in Section 10.1(1), or
      given by telecopy or other means of prepaid, transmitted and recorded
      communication.




	Section 10.2 	Notice to Registered Warrantholders.
  



	(1) 	
      Unless otherwise provided herein, notice to the
      Registered Warrantholders under the provisions of this Indenture shall be
      valid and effective if delivered or sent by 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
received and given on the date of delivery or, if mailed, on the third Business
Day following the date of mailing such notice. In the event that Warrants are
held in the name of the Depository, a copy of such notice shall also be sent by
electronic communication to the Depository and shall be deemed received and
given on the day it is so sent. 







- 43 – 

	(2) 	
      If, by reason of a strike, lockout or other work
      stoppage, actual or threatened, involving postal employees, any notice to
      be given to the Registered Warrantholders hereunder could reasonably be
      considered unlikely to reach its destination, such notice shall be valid
      and effective only if it is delivered to such Registered Warrantholders to
      the address for such Registered Warrantholders contained in the register
      maintained by the Warrant Agent or such notice may be given, at the
      Corporation’s expense, by means of publication in the Globe and Mail,
      National Edition, or any other English language daily newspaper or
      newspapers of general circulation in Canada, in each two successive weeks
      and any so notice published shall be deemed to have been received and
      given on the latest date the publication takes
place.




	Section 10.3 	Ownership of Warrants.



The Corporation and the Warrant Agent may deem and treat the
Registered Warrantholders as the absolute owner thereof for all purposes, and
the Corporation and the Warrant Agent shall not be affected by any notice or
knowledge to the contrary except where the Corporation or the Warrant Agent is
required to take notice by statute or by order of a court of competent
jurisdiction. The receipt of any such Registered Warrantholder of the Common
Shares which may be acquired pursuant thereto shall be a good discharge to the
Corporation and the Warrant Agent for the same and neither the Corporation nor
the Warrant Agent shall be bound to inquire into the title of any such holder
except where the Corporation or the Warrant Agent is required to take notice by
statute or by order of a court of competent jurisdiction. 

	Section 10.4 	Counterparts. 


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

	Section 10.5 	Satisfaction and Discharge of Indenture.
    


Upon the earlier of: 

	 	(a) 	
      the date by which there shall have been delivered to the
      Warrant Agent for exercise or cancellation all Warrants theretofore
      Authenticated hereunder, in the case of Certificated Warrants, (or such
      other instructions, in a form satisfactory to the Warrant Agent, in the
      case of Uncertificated Warrants), or by way of standard processing through
      the book entry system in the case of a CDS Global Warrant; or

	 	 	 
	 	(b) 	
      the Expiry Time;



and if all certificates or other entry on the register
representing Common Shares required to be issued in compliance with the
provisions hereof have been issued and delivered hereunder or to the Warrant
Agent in accordance with such provisions, this Indenture shall cease to be of
further effect and the Warrant Agent, on demand of and at the cost and expense
of the Corporation and upon delivery to the Warrant Agent of a certificate of
the Corporation stating that all conditions precedent to the satisfaction and
discharge of this Indenture have been complied with, shall execute proper
instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding
the foregoing, the indemnities provided to the Warrant Agent by the Corporation
hereunder shall remain in full force and effect and survive the termination of
this Indenture. 




- 44 – 

	Section 10.6 	Provisions of Indenture and Warrants for the
      Sole Benefit of Parties and Registered Warrantholders.
  


Nothing in this Indenture or in the Warrants, expressed or
implied, shall give or be construed to give to any person other than the parties
hereto and the Registered Warrantholders, as the case may be, any legal or
equitable right, remedy or claim under this Indenture, 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 Registered Warrantholders.


	Section 10.7 	Common Shares or Warrants Owned
      by the Corporation or its
      Subsidiaries - Certificate to be Provided.
  


For the purpose of disregarding any Warrants owned legally or
beneficially by the Corporation, the Corporation shall provide to the Warrant
Agent, from time to time, a certificate of the Corporation setting forth as at
the date of such certificate: 

	 	(a) 	
      the names (other than the name of the Corporation) of the
      Registered Warrantholders which, to the knowledge of the Corporation, are
      owned by or held for the account of the Corporation; and

	 	 	 
	 	(b) 	
      the number of Warrants owned legally or beneficially by
      the Corporation;



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

	Section 10.8 	Severability 


If, in any jurisdiction, any provision of this Indenture or its
application to any party or circumstance is restricted, prohibited or
unenforceable, such provision will, as to such jurisdiction, be ineffective only
to the extent of such restriction, prohibition or unenforceability without
invalidating the remaining provisions of this Indenture and without affecting
the validity or enforceability of such provision in any other jurisdiction or
without affecting its application to other parties or circumstances. 

	Section 10.9 	Force Majeure 


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

	Section 10.10 Assignment, Successors and
      Assigns 


Neither of the parties hereto may assign its rights or interest
under this Indenture, except as provided in Section 9.8 in the case of the
Warrant Agent, or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.




- 45 – 

	Section 10.11 	Rights of Rescission and Withdrawal for
      Holders 


Should a holder of Warrants exercise any legal, statutory,
contractual or other right of withdrawal or rescission that may be available to
it, and the holder’s funds which were paid on exercise have already been
released to the Corporation by the Warrant Agent, the Warrant Agent shall not be
responsible for ensuring the exercise is cancelled and a refund is paid back to
the holder. In such cases, the Corporation, upon surrender to the Corporation or
the Warrant Agent of any underlying shares that may have been issued, or such
other procedure as agreed to by the parties hereto, shall instruct the Warrant
Agent in writing, to cancel the exercise transaction and any such underlying
shares on the register, which may have already been issued upon the Warrant
exercise. In the event that any payment is received from the Corporation by
virtue of the holder being a shareholder for such Warrants that were
subsequently rescinded, the Warrant Agent shall not be under any duty or
obligation to take any steps to ensure or enforce that the funds are returned
pursuant to this section nor shall the Warrant Agent be in any other way
responsible in the event that any payment is not delivered or received pursuant
to this section. Notwithstanding the foregoing, in the event that the
Corporation provides the refund to the Warrant Agent for distribution to the
holder, the Warrant Agent shall return such funds to the holder as soon as
reasonably practicable, and in so doing, the Warrant Agent shall incur no
liability with respect to the delivery or non-delivery of any such funds.

[Remainder of Page Left Blank
Intentionally]




IN WITNESS WHEREOF the parties hereto have executed this
Indenture under the hands of their proper officers in that behalf as of the date
first written above. 

	 	HELIUS MEDICAL TECHNOLOGIES,    
	 	INC. 	  
	 	  	  
	 	  	  
	 	By: 	/s/
      Joyce LaViscount 
	 	  	Name: Joyce LaViscount 
	 	  	Title: CFO and COO 
	 	  	  
	 	  	  
	 	By: 	/s/
      Philippe Deschamps 
	 	  	Name: Philippe Deschamps 
	 	  	Title: President and CEO 
	 	  	  
	 	COMPUTERSHARE TRUST COMPANY  
	 	OF CANADA 
	 	  	  
	 	  	  
	 	By: 	/s/
      Jill Dunn 
	 	  	Name: Jill Dunn 
	 	  	Title: Corporate Trust Officer 
	 	  	  
	 	  	  
	 	By: 	/s/
      Alice Kollen 
	 	  	Name: Alice Kollen 
	 	  	Title: Corporate Trust Officer



Signature Page to Warrant Indenture 




A-1 

SCHEDULE “A” 

FORM OF WARRANT CERTIFICATE 

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE AT OR BEFORE 4:00
P.M. (TORONTO TIME) ON APRIL 18, 2019 AFTER WHICH TIME THE WARRANTS EVIDENCED
HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT. 

If the Warrant is the CDS Global Warrant, the following
legend must be included: 

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

THIS WARRANT AND THE SECURITIES DELIVERABLE UPON THE EXERCISE
THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(A) TO THE ISSUER (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF
REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND
REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE
U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR
(D) 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 TRANSFERS PURSUANT TO (C) OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO
THE ISSUER MUST FIRST BE PROVIDED TO COMPUTERSHARE TRUST COMPANY OF CANADA TO
THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THESE WARRANTS MAY NOT BE
EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE. THE SECURITIES REPRESENTED BY THE
CERTIFICATE AND THE SECURITIES DELIVERABLE UPON THE EXERCISE THEREOF CANNOT BE
THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN
COMPLIANCE WITH THE U.S. SECURITIES ACT.

If the Warrant is a Certificated Warrant issued outside of
the U.S or otherwise than to a U.S. Warrantholder or to or for the account or
benefit of a U.S. person, the following legend must be included: 




A-2 

“THIS WARRANT AND THE SECURITIES DELIVERABLE UPON THE EXERCISE
THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(A) TO HELIUS MEDICAL TECHNOLOGIES, INC. (THE “ISSUER”), (B) OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT
AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES
IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR (D) 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 TRANSFERS PURSUANT TO (C) OR (D)
ABOVE, A LEGAL OPINION SATISFACTORY TO THE ISSUER MUST FIRST BE PROVIDED TO
COMPUTERSHARE TRUST COMPANY OF CANADA TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT
FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON
BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS SECURITY
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES
LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
THE SECURITIES REPRESENTED BY THE CERTIFICATE AND THE SECURITIES DELIVERABLE
UPON THE EXERCISE THEREOF CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS
SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.”


If the Warrant is a Certificated Warrant sold in the United
States or to a U.S. person, the following legend must be included:

THE SECURITIES EVIDENCED HEREBY AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OR
U.S. STATE SECURITIES LAWS. THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED
STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON
UNLESS THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS
SECURITY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE
STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS
IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S
UNDER THE U.S. SECURITIES ACT. 

• WARRANTS TO PURCHASE CLASS A COMMON SHARES 

OF 

HELIUS MEDICAL TECHNOLOGIES, INC. 
(the “Corporation”)


	Warrant 	Certificate for 
	  	____________________________Warrants, 
	Certificate No. W2016-00• 	each entitling the holder to acquire one Class
      A 
	  	common share (subject to adjustment as provided
    
	  	for in the Warrant Indenture (as defined
      below)) 






A-3 

	 	CUSIP • 
	 	 
	 	ISIN • 


THIS IS TO CERTIFY THAT, for value received, • (the
“Warrantholder”) is the registered holder of the number of common share
purchase warrants (the “Warrants”) of Helius Medical Technologies, Inc.
(the “Corporation”) specified above, and is entitled, on exercise of
these Warrants upon and subject to the terms and conditions set forth herein and
in the Warrant Indenture, to purchase at any time before 4:00 p.m. (Toronto
time) (the “Expiry Time”) on April 18, 2019 (the “Expiry Date”),
one fully paid and non-assessable Class A common share without par value in the
capital of the Corporation as constituted on the date hereof (a “Common
Share”) for each Warrant subject to adjustment in accordance with the terms
of the Warrant Indenture. 

The right to purchase Common Shares may only be exercised by
the Warrantholder within the time set forth above by: 

	 	(a) 	
      duly completing and executing the exercise form (the
      “Exercise Notice”) attached hereto; and

	 	 	 
	 	(b) 	
      surrendering this warrant certificate (the “Warrant
      Certificate”), with the Exercise Notice to the Warrant Agent at the
      principal office of the Warrant Agent, in the city of Vancouver, British
      Columbia, together with a certified cheque, bank draft, wire transfer or
      money order in the lawful money of Canada payable to or to the order of
      the Corporation in an amount equal to the purchase price of the Common
      Shares so subscribed for.



The surrender of this Warrant Certificate, the duly completed
Exercise Notice and payment as provided above will be deemed to have been
effected only on personal delivery thereof to, or if sent by mail or other means
of transmission on actual receipt thereof by, the Warrant Agent at its principal
office as set out above.

Subject to adjustment thereof in the events and in the manner
set forth in the Warrant Indenture hereinafter referred to, the exercise price
payable for each Common Share upon the exercise of Warrants shall be $1.50 per
Common Share (the “Exercise Price”). 

Certificates for the Common Shares subscribed for will be
mailed to the persons specified in the Exercise Notice at their respective
addresses specified therein or, if so specified in the Exercise Notice,
delivered to such persons at the office where this Warrant Certificate is
surrendered. If fewer Common Shares are purchased than the number that can be
purchased pursuant to this Warrant Certificate, the holder hereof will be
entitled to receive without charge a new Warrant Certificate in respect of the
balance of the Common Shares not so purchased. No fractional Common Shares will
be issued upon exercise of any Warrant. 

This Warrant Certificate evidences Warrants of the Corporation
issued or issuable under the provisions of a warrant indenture (which indenture
together with all other instruments supplemental or ancillary thereto is herein
referred to as the (“Warrant Indenture”) dated as of April 18, 2016
between the Corporation and Computershare Trust Company of Canada, as Warrant
Agent, to which Warrant Indenture reference is hereby made for particulars of
the rights of the holders of Warrants, the Corporation and the Warrant Agent in
respect thereof and the terms and conditions on which the Warrants are issued
and held, all to the same effect as if the provisions of the Warrant Indenture
were herein set forth, to all of which the holder, by acceptance hereof,
assents. The Corporation will furnish to the holder, on request and without
charge, a copy of the Warrant Indenture. 




A-4 

On presentation at the principal office of the Warrant Agent as
set out above, subject to the provisions of the Warrant Indenture and on
compliance with the reasonable requirements of the Warrant Agent, one or more
Warrant Certificates may be exchanged for one or more Warrant Certificates
entitling the holder thereof to purchase in the aggregate an equal number of
Common Shares as are purchasable under the Warrant Certificate(s) so exchanged.


If the issuance of Common Shares upon exercise hereof is not
registered under an effective Registration Statement under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or U.S. state
securities laws, then these Warrants may not be exercised by any person absent
an exemption from the registration requirements of the U.S. Securities Act and
applicable state securities law.

The Warrant Indenture contains provisions for the adjustment of
the Exercise Price payable for each Common Share upon the exercise of Warrants
and the number of Common Shares issuable upon the exercise of Warrants in the
events and in the manner set forth therein. 

The Warrant Indenture also contains provisions making binding
on all holders of Warrants outstanding thereunder resolutions passed at meetings
of holders of Warrants held in accordance with the provisions of the Warrant
Indenture and instruments in writing signed by Warrantholders of Warrants
entitled to purchase a specific majority of the Common Shares that can be
purchased pursuant to such Warrants. 

Nothing contained in this Warrant Certificate, the Warrant
Indenture or elsewhere shall be construed as conferring upon the holder hereof
any right or interest whatsoever as a holder of Common Shares or any other right
or interest except as herein and in the Warrant Indenture expressly provided. In
the event of any discrepancy between anything contained in this Warrant
Certificate and the terms and conditions of the Warrant Indenture, the terms and
conditions of the Warrant Indenture shall govern. 

Warrants may only be transferred in compliance with the
conditions of the Warrant Indenture on the register to be kept by the Warrant
Agent in Vancouver, British Columbia, or such other registrar as the
Corporation, with the approval of the Warrant Agent, may appoint at such other
place or places, if any, as may be designated, upon surrender of this Warrant
Certificate to the Warrant Agent or other registrar accompanied by a written
instrument of transfer in form and execution satisfactory to the Warrant Agent
or other registrar and upon compliance with the conditions prescribed in the
Warrant Indenture and with such reasonable requirements as the Warrant Agent or
other registrar may prescribe and upon the transfer being duly noted thereon by
the Warrant Agent or other registrar. Time is of the essence hereof. 

This Warrant Certificate will not be valid for any purpose
until it has been countersigned by or on behalf of the Warrant Agent from time
to time under the Warrant Indenture. 

The parties hereto have declared that they have required that
these presents and all other documents related hereto be in the English
language. Les parties aux présentes déclarent qu’elles ont exigé que la présente
convention, de même que tous les documents s’y rapportant, soient rédigés en
anglais. 

IN WITNESS WHEREOF the Corporation has caused this
Warrant Certificate to be duly executed as of •, 2016. 




A-5 

	 	HELIUS MEDICAL TECHNOLOGIES,    
	 	INC. 
	 	  
	 	  
	 	By: 	
	 		Authorized Signatory 
	 	  
	 	By: 	
	 		Authorized Signatory 


Countersigned and Registered by: 

COMPUTERSHARE TRUST COMPANY OF 
CANADA 


	By: 	 
		Authorized Signatory








A-6 

FORM OF TRANSFER 

To: Computershare Trust Company of Canada 

FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers to 
________________________________________________________________________________
____________________________________________________________________________
(print name and address) the Warrants represented by this Warrant Certificate
and hereby irrevocably constitutes and appoints ____________________ as its
attorney with full power of substitution to transfer the said securities on the
appropriate register of the Warrant Agent. 

In the case of a Warrant Certificate that contains a U.S.
restrictive legend, the undersigned hereby represents, warrants and certifies
that (one (only) of the following must be checked):

	 	[  ]	(A) 	
      the transfer is being made only to the Corporation;
    

	 	  	  	
       

		[  ] 	(B) 	
      the transfer is being made outside the United States in
      accordance with Rule 904 of Regulation S under the U.S. Securities Act,
      and in compliance with any applicable local securities laws and
      regulations and the holder has provided to the Corporation And the Warrant
      Agent an opinion of counsel of recognized standing in form and substance
      reasonably satisfactory to the Corporation and the Warrant Agent to such
      effect, or 

	 	  	  	
       

		[  ] 	(C) 	
      the transfer is being made in accordance with a
      transaction that does not require registration under the U.S. Securities
      Act or any applicable state securities laws and the undersigned has
      furnished to the Corporation and the Warrant Agent an opinion of counsel
      of recognized standing in form and substance reasonably satisfactory to
      the Corporation and the Warrant Agent to such effect.




If the proposed transfer is to, or for the account or benefit
of a U.S. Person or to a person in the United States, the undersigned hereby
represents, warrants and certifies that the transfer of the Warrants is being
completed pursuant to an exemption from the registration requirements of the
U.S. Securities Act and any applicable state securities laws, in which case the
undersigned has furnished to the Corporation and the Warrant Agent an opinion of
counsel of recognized standing in form and substance reasonably satisfactory to
the Corporation and the Warrant Agent to such effect. 

	[  ]	If transfer is to a U.S. Person, check this
      box. 


DATED this ____ day of_________________, 20____. 

	SPACE FOR GUARANTEES OF 	) 	  
	SIGNATURES (BELOW) 	) 	  
	  	) 	 
    
	  	) 	Signature of Transferor 
	  	) 	  
	  	) 	  
	  	) 	  
	Guarantor’s Signature/Stamp 	) 	 
    
	  	) 	Name of Transferor 






A-7 

REASON FOR TRANSFER – For US Residents only (where the
individual(s) or corporation receiving the securities is a US resident). Please
select only one (see instructions below).

	[  ] Gift 	[  ] Estate 	[  ] Private Sale 	[  ] Other (or no change
      in ownership) 



	Date of Event (Date of gift, death or
sale):	Value per Warrant
on the date of event: 



			 
	 
	[  ] CAD   OR   [  ]
      USD 


CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY


The signature(s) of the transferor(s) must correspond with the
name(s) as written upon the face of this certificate(s), in every particular,
without alteration or enlargement, or any change whatsoever. The signature(s) on
this form must be guaranteed in accordance with the transfer agent’s then
current guidelines and requirements at the time of transfer. Notarized or
witnessed signatures are not acceptable as guaranteed signatures. As at the time
of closing, you may choose one of the following methods (although subject to
change in accordance with industry practice and standards): 

		• 	
      Canada and the USA: A Medallion Signature
      Guarantee obtained from a member of an acceptable Medallion Signature
      Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings
      banks, credit unions, and all broker dealers participate in a Medallion
      Signature Guarantee Program. The Guarantor must affix a stamp bearing the
      actual words “Medallion Guaranteed”, with the correct prefix covering the
      face value of the certificate. 

	 	  	
       

		• 	
      Canada: A Signature Guarantee obtained from an
      authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada
      Trust. The Guarantor must affix a stamp bearing the actual words
      “Signature Guaranteed”, sign and print their full name and alpha numeric
      signing number. Signature Guarantees are not accepted from Treasury
      Branches, Credit Unions or Caisse Populaires unless they are members of a
      Medallion Signature Guarantee Program. For corporate holders, corporate
      signing resolutions, including certificate of incumbency, are also
      required to accompany the transfer, unless there is a “Signature &
      Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to
      a “Signature Guarantee” Stamp) obtained from an authorized officer of the
      Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion
      Signature Guarantee with the correct prefix covering the face value of the
      certificate. 

	 	  	
       

		• 	
      Outside North America: For holders located outside
      North America, present the certificates(s) and/or document(s) that require
      a guarantee to a local financial institution that has a corresponding
      Canadian or American affiliate which is a member of an acceptable
      Medallion Signature Guarantee Program. The corresponding affiliate will
      arrange for the signature to be over-guaranteed. 



REASON FOR TRANSFER – FOR US RESIDENTS ONLY


Consistent with US IRS regulations, Computershare is required
to request cost basis information from US securityholders. Please indicate the
reason for requesting the transfer as well as the date of event relating to the
reason. The event date is not the day in which the transfer is finalized, but
rather the date of the event which led to the transfer request (i.e. date of
gift, date of death of the securityholder, or the date the private sale took
place). 




B-1 

SCHEDULE “B” 

EXERCISE NOTICE 

	TO: 	Helius Medical Technologies, Inc. 
	  	  
	AND TO: 	Computershare Trust Company of Canada 
	  	3rd Floor, 510 Burrard Street, Vancouver,
      British Columbia V6C 3B9 


The undersigned holder of the Warrants evidenced by the Warrant
Certificate hereby exercises the right to acquire ____________ (A) Class A
common shares (the “Common Shares”) of Helius Medical Technologies, Inc.


	 	Exercise Price Payable: 	 	 
	 		     ((A)
      multiplied by $1.50, subject to adjustment) 	 


The undersigned hereby exercises the right of such holder to be
issued, and hereby subscribes for, Common Shares that are issuable pursuant to
the exercise of such Warrants on the terms specified in such Warrant Certificate
and in the Warrant Indenture. 

The undersigned hereby acknowledges that the undersigned is
aware that the Common Shares received on exercise may be subject to restrictions
on resale under applicable securities legislation. 

Any capitalized term in this Exercise Notice that is not
otherwise defined herein, shall have the meaning ascribed thereto in the Warrant
Indenture. 

The undersigned represents, warrants and certifies as follows
(one of the following must be checked):

	 	[  ] 	(A) 	
      the undersigned holder at the time of exercise of the
      Warrants (i) is not in the United States, (ii) is not a U.S. Person, (iii)
      is not exercising the Warrants for the account or benefit of a U.S. Person
      or a person in the United States, (iv) did not execute or deliver this
      exercise form in the United States and (v) delivery of the underlying
      Common Shares will not be to an address in the United States; OR 
	 
	 	  	  	
       
	 
	 	[  ] 	(B) 	
      the undersigned holder (a) is the original U.S. purchaser
      who purchased the Warrants pursuant to the Company’s Unit offering who
      delivered the Certificate of U.S. Purchaser attached to the subscription
      agreement in connection with its purchase of Units, (b) is exercising the
      Warrants for its own account or for the account of a disclosed principal
      that was named in the subscription agreement pursuant to which it
      purchased such Units, and (c) is, and such disclosed principal, if any, is
      an "accredited investor" as defined in Rule 501(a) of Regulation D under
      the U.S. Securities Act of 1933, as amended (the “U.S. Securities
      Act”) at the time of exercise of these Warrants and the
      representations and warranties of the holder made in the original
      subscription agreement including the Certificate of U.S. Purchaser remain
      true and correct as of the date of exercise of these Warrants; OR 
	 






B-2 

		
      [  ] 
	
      (C) 
	
      the undersigned holder has delivered to the Corporation
      and the Corporation’s transfer agent (a) a completed and executed U.S.
      Purchaser Letter in substantially the form attached to the Warrant
      Indenture as Schedule “C” or (b) an opinion of counsel (which will not be
      sufficient unless it is in form and substance reasonably satisfactory to
      the Corporation) or such other evidence reasonably satisfactory to the
      Corporation to the effect that with respect to the Common Shares to be
      delivered upon exercise of the Warrants, the issuance of such securities
      has been registered under the U.S. Securities Act and applicable state
      securities laws, or an exemption from such registration requirements is
      available. 
	


It is understood that the Corporation and Computershare Trust
Company of Canada may require evidence to verify the foregoing representations.


	Notes: 	(1) 	
      Certificates will not be registered or delivered to an
      address in the United States unless Box B or C above is checked.


	  	  	
      

		(2) 	
      If Box C above is checked, holders are encouraged to
      consult with the Corporation and the Warrant Agent in advance to determine
      that the legal opinion tendered in connection with the exercise will be
      satisfactory in form and substance to the Corporation and the Warrant
      Agent. 



“United States” and “U.S. Person” are
as defined in Rule 902 of Regulation S under the U.S. Securities Act. 

The undersigned hereby irrevocably
directs that the said Common Shares be issued, registered and delivered as
follows: 

	Name(s) in Full and Social 	 	Address(es) 	 	Number of 
	Insurance Number(s) (if 	 	  	 	Common Shares 
	applicable) 	 	  	 	  
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


Please print full name in which certificates representing the
Common Shares are to be issued. If any Common Shares are to be issued to a
person or persons other than the registered holder, the registered holder must
pay to the Warrant Agent all eligible transfer taxes or other government
charges, if any, and the Form of Transfer must be duly executed. 




B-3 

Once completed and executed, this Exercise Form must be mailed
or delivered to Computershare Trust Company of Canada, c/o General Manager,
Corporate Trust. 

DATED this ____day of _____, 20__. 

	  	) 	  
	  	) 	 
    
	  	) 	(Signature of Warrantholder, to be the same as
    
	  	) 	appears on the face of the Warrant Certificate)
    
	  	) 	  
	  	) 	  
	  	) 	  
	Witness 	) 	  
			Name of Registered Warrantholder



[  ]     Please check if the
certificates representing the Common Shares are to be delivered at the office
where this Warrant Certificate is surrendered, failing which such certificates
will be mailed to the address set out above. Certificates will be delivered or
mailed as soon as practicable after the surrender of this Warrant Certificate to
the Warrant Agent. 




C-1 

SCHEDULE “C” 

FORM OF U.S. PURCHASER CERTIFICATION UPON EXERCISE OF
WARRANTS 

(TO BE COMPLETED ONLY IF A REGISTRATION STATEMENT IS NOT
EFFECTIVE) 

	To: 	Helius Medical Technologies Inc. 
	And To: 	Computershare Trust Company of Canada
  


The undersigned holder of the within Warrant Certificate,
pursuant to the Warrant Indenture mentioned therein, hereby exercises certain
Warrants (the “Exercised Warrants”) evidenced thereby and hereby
subscribes for a number of Class A Common Shares (the “Common Shares”) of
Helius Medical Technologies Inc. (the “Corporation”) equal to such number
of Common Shares to which such exercise entitles the undersigned under the
provisions of the Warrant Indenture at an aggregate price equal to the product
of the Exercise Price and the number of Exercised Warrants, and on the terms
specified in such Warrant Certificate and the Warrant Indenture, and in payment
therefor, delivers herewith a bank draft, certified cheque or money order
payable to the Corporation. Capitalized terms not defined herein shall have the
definitions set forth in the Warrant Indenture. 

The undersigned represents that it (A) has had access to such
current public information concerning the Corporation as it considered necessary
in connection with its investment decision and (B) understands that the
securities issuable upon exercise hereof have not been registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”).


The undersigned represents and warrants as follows: [one
must be checked, check only one] 

	[  ]	A. 	
      The undersigned is not a U.S. Purchaser and it (1) is not
      in the United States; (2) is not a U.S. Person and is not exercising the
      Warrants for, or on behalf or benefit of, a U.S. Person or person in the
      United States; (3) did not execute or deliver the Exercise Notice in the
      United States; (4) agrees not to engage in hedging transactions with
      regard to the Securities prior to the expiration of the one-year
      distribution compliance period set forth in Rule 903(b)(3) of Regulation
      S; (5) acknowledges that the Common Shares issuable upon exercise of the
      Warrants are “restricted securities” as defined in Rule 144 of the U.S.
      Securities Act and upon the issuance thereof, and until such time as the
      same is no longer required under the applicable requirements of the U.S.
      Securities Act or applicable U.S. state laws and regulations, the
      certificates representing the Common Shares will bear a restrictive
      legend; and (6) acknowledges that the Corporation shall refuse to register
      any transfer of the Warrants not made in accordance with the provisions of
      Regulation S, pursuant to registration under the U.S. Securities Act, or
      pursuant to an available exemption from registration under the U.S.
      Securities Act; and (B) the holder has not engaged in any “directed
      selling efforts” (as defined in Regulation S) in the United States.
  

	  	  	
       

	[  ]	B. 	
      The undersigned is tendering with this U.S. Purchaser
      Letter a written opinion of counsel (which will not be sufficient unless
      it is in form and substance reasonably satisfactory to the Corporation) or
      such other evidence reasonably satisfactory to the Corporation to the
      effect that the Common Shares may be issued and delivered upon exercise of
      the Warrants pursuant to a valid exemption from the registration
      requirements of the U.S. Securities Act and applicable U.S. state laws and
      regulations. 







C-2 

	[  ]	C. 	The undersigned (a) is the original U.S.
      purchaser who purchased the Warrants, (b) is exercising the Warrants for
      its own account and (c) is an “accredited investor” as defined in Rule
      501(a) of Regulation D under the U.S. Securities Act of 1933, as amended
      (the “U.S. Securities Act”) at the time of exercise of these
      Warrants. 


The undersigned holder understands that the certificate
representing the Corporation’s Common Shares issued upon exercise of this
Warrant will bear a legend restricting the transfer without registration under
the U.S. Securities Act and applicable state securities laws substantially the
form set forth in Section 3.3(c) of the Warrant Indenture. “United States” and
“U.S. Person” are as defined in Rule 902 of Regulation S under the U.S.
Securities Act. 

It is understood that the Corporation and Computershare Trust
Company of Canada may require evidence to verify the foregoing representations.


	Name: 	 
	Nome: 	 
		  Please print or type name and address
(including postal code) 


Address: 
Adresse: 

	Number of Warrants being Exercised: 	 
	 	 


DATED this day of

	Signature guaranteed by: 	
	 	Name of registered holder (please print) 
	 	 
	 	Signature of or on behalf of registered holder
    
	 	 
	 	Office, Title or other Authorization (if holder
      not an individual)