Helius Medical Technologies, Inc.: Final Agency Agreement - Filed by newsfilecorp.com






Execution Version 

AGENCY AGREEMENT 

March 23, 2016 

Helius Medical Technologies, Inc. 
41 University Drive,
Suite 400 
Newtown, PA 18940 

Attention: Joyce LaViscount, Chief Financial Officer and
Chief Operating Officer

Dear Joyce: 

The undersigned, Mackie Research Capital Corporation (the
“Agent”), understands that Helius Medical Technologies, Inc., a Wyoming
corporation (the “Company”) intends to issue and sell a minimum of
8,000,000 units of the Company (the “Base Units”) at a price of $1.00 per
Base Unit for aggregate gross proceeds of $8,000,000 (the “Minimum
Offering”) and a maximum of 20,000,000 Base Units at a price of $1.00 per
Base Unit for aggregate proceeds of $20,000,000 (the “Maximum Offering”).
Each Base Unit shall be comprised of one Common Share (as hereinafter defined)
(a “Base Unit Share”) and one-half of one Common Share purchase warrant
(each whole Common Share purchase warrant, a “Base Warrant”). Each Base
Warrant shall entitle the holder thereof to acquire one Common Share (a “Base
Warrant Share”) at an exercise price of $1.50 until 4:00 p.m. (Toronto time)
on the date that is 36 months after the Closing Date. Unless otherwise
indicated, the Minimum Offering and the Maximum Offering shall be referred to
hereunder as the “Offering”. 

The Company hereby grants to the Agent an option (the
“Agent’s Option”), exercisable in whole or in part at any time prior to
5:00 p.m. (Toronto time) on the date which is thirty (30) days from the Closing
Date, to require the Company to issue under the Offering up to that number of
additional units of the Company (“Agent’s Option Units” and, together
with the Base Units, the “Units”) which is equal to 15% of the number of
Base Units issued under the Offering to cover over-allotments, if any, and for
market stabilization purposes. Each Agent’s Option Unit consists of one Common
Share (each an “Agent’s Option Unit Share” and together with the Base
Unit Shares, the “Unit Shares”) and one-half of one Common Share purchase
warrant (each such whole Common Share purchase warrant an ”Agent’s Option
Warrant” and together with the Base Warrants, the “Warrants”) with
each Agent’s Option Warrant entitling the holder thereof to acquire a further
Common Share (each an “Agent’s Option Warrant Share” and together with
the Base Warrant Shares, the “Warrant Shares”) at an exercise price of
$1.50 per Agent’s Option Warrant Share until 4:00 p.m. (Toronto time) on the
date that is 36 months after the Closing Date. The Agent’s Option shall be
exercised by the Agent giving written notice to the Company in accordance with
Section 7.3 hereof. 

Upon and subject to the terms and conditions set forth herein,
the Agent hereby agrees to act, and upon acceptance hereof, the Company hereby
appoints the Agent as its sole and exclusive agent and book-runner to effect the
sale of the Units on a “best efforts” agency basis, without underwriter
liability. The parties agree that upon such appointment the Agent shall act as
agent only and shall not at any time or in any circumstances be obligated to
purchase or arrange for the purchase of any of the Units. 

The Agent understands that the Company has filed a listing
application (the “Listing Application”) with the Exchange (as defined
herein) on December 15, 2015. 




- 2 - 

The Agent understands that the Company: (i) has prepared and
filed, a Preliminary Prospectus (as hereinafter defined); (ii) has addressed the
comments made by the Securities Commissions (as hereinafter defined) in respect
of the Preliminary Prospectus; (v) has been cleared by all of the Securities
Commissions to file the Final Prospectus (as hereinafter defined); and (iv) has
submitted with the Exchange a Listing Application, together with the required
supporting documents, and has received a conditional approval letter dated March
22, 2016 from the Exchange to list the Common Shares (which are currently listed
on the CSE) (as defined herein), Unit Shares, Warrants, Warrant Shares, and
Compensation Option Shares (as defined herein) on the Exchange. The Company has
prepared and will file, concurrently with the execution of this Agreement (as
defined herein), the Final Prospectus and all other necessary documents in order
to qualify the Units for distribution to the public in each of the Qualifying
Provinces (as defined herein) and the issue of the Compensation Options (as
defined herein) to the Agent, and will use its commercially reasonable efforts
to obtain the Final Receipt (as defined herein) by no later than 5:00 p.m.
(Toronto time) on the date hereof. 

The Agent may offer and sell the Base Units in the United
States (as defined herein) and to, or for the account or benefit of, U.S.
Persons (as defined herein), provided however that offers and sales of the Base
Units in the United States to, or for the account or benefit of, U.S. Persons,
shall be made only on a private placement basis in the following manner. The
Agent may, through its applicable U.S. Affiliate (as defined herein), offer the
Base Units in the United States and may offer the Base Units to, or for the
account or benefit of, U.S. Persons, in either case to U.S. Accredited Investors
(as defined herein) to whom the Company will sell such Base Units directly to
Purchasers (as defined herein), all of which such offers and sales shall be made
in compliance with Rule 506 of Regulation D under the U.S. Securities Act
(as defined herein) and applicable U.S. state securities laws. For certainty,
all offers and sales of Base Units pursuant to the foregoing shall be made in
accordance with the terms and conditions of Schedule “E” hereto. 

In consideration of the Agent’s services to be rendered in
connection with the Offering, the Company agrees to pay the Agent a cash fee
equal to 6% of the gross proceeds of the Offering, including in respect of any
exercise of the Agent’s Option) (the “Agent’s Fee”). The Company has also
agreed to grant the Agent non-transferable compensation options (the
“Compensation Options”) exercisable to purchase that number of Units as
is equal to 6% of the aggregate number of Units issued and sold under the
Offering, including any Units sold pursuant to the exercise of the Agent’s
Option. Each Compensation Option will entitle the holder thereof to acquire one
additional unit (the “Compensation Option Units”) at a price of $1.00 per
Compensation Option Unit until the date which is 24 months following the Closing
Date. Each Compensation Option Unit will consist of one Common Share (the
“Compensation Option Shares”) and one-half of one Warrant (the
“Compensation Option Warrants”). Each whole Compensation Option Warrant
will entitle the holder thereof to acquire one Common Share (the
“Compensation Option Warrant Shares”) at an exercise price of $1.50 per
Compensation Option Warrant Share, at any time until 4:00 p.m. (Eastern time) on
the date that is 36 months following the Closing Date. The Compensation Options,
Compensation Option Units, Compensation Option Shares and Compensation Option
Warrants shall be referred to herein as the “Compensation Securities”.


The Company agrees that the Agent will be permitted to appoint,
at its expense, other registered dealers or other dealers, such as Medalist
Capital Ltd. duly qualified in their respective jurisdictions, in each case
acceptable to the Company, acting reasonably, as its agent to assist in the
Offering in the Qualifying Provinces and including any U.S. Affiliate (as
defined herein), as applicable, (the “Selling Group”) and that the Agent
may determine the remuneration payable to such other dealers appointed by it and
such other dealers shall be required to comply with the terms of Section 3
hereof, as applicable. 




- 3 - 

This offer is conditional upon and subject to the additional
terms and conditions set forth below. 

	1. 	
      Interpretation




	1.1 	
      Unless expressly provided otherwise herein, where used in
      this Agreement or any schedule attached hereto, the following terms shall
      have the following meanings, respectively:



“affiliate”, “associate”,
“distribution”, “material change”, “material fact” and
“misrepresentation” have the respective meanings ascribed thereto in the
Securities Act (British Columbia); 

“Agent” has the meaning ascribed
thereto on the first page of this Agreement; 

“Agent’s Fee” has the meaning
ascribed thereto on the second page of this Agreement; 

“Agent’s Option” has the meaning
ascribed thereto on the first page of this Agreement; 

“Agent’s Option Closing Date”
has the meaning ascribed thereto in Section 7.3; 

“Agent’s Option Closing Time”
means 9:00 a.m. (Toronto time) on the Agent’s Option Closing Date or such other
time as the Company and Agent shall agree; 

“Agent’s Option Notice” has the
meaning ascribed thereto in Section 7.3; 

“Agent’s Option Units” has the
meaning ascribed thereto on the first page of this Agreement; 
“Agent’s
Option Unit Share” has the meaning ascribed thereto on the first page of
this Agreement; “Agent’s Option Warrant” has the meaning ascribed thereto
on the first page of this Agreement; “Agent’s Option Warrant Share” has
the meaning ascribed thereto on the first page of this Agreement; 

“Agreement” means this agreement
resulting from the acceptance by the Company of the offer made by the Agent
hereby; 

“Anti-Corruption Rules” means
all applicable laws, regulations, decrees, government orders, and administrative
or other requirements in any jurisdiction in which the Company operates relating
to the prevention and/or sanction of bribery and other forms of corrupt
behaviour or practices (including without limitation the Corruption of
Foreign Public Officials Act (Canada), the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act (Canada), any equivalent
legislation under U.S. law and any applicable law implementing either the United
Nations Convention Against Corruption or the OECD Convention on Combating
Bribery of Foreign Public Officials in International Business Transactions), all
as amended; 

“Applicable Securities Laws”
means, collectively, the applicable securities laws of each of the Qualifying
Provinces, their respective regulations, rulings, rules, orders and prescribed
forms thereunder, the applicable published policy statements issued by the
Securities Commissions thereunder, the securities legislation of and published
policies issued by each other relevant securities regulatory authority in a
Selling Jurisdiction (as defined herein) or stock exchange or securities
regulatory authority otherwise relevant to the Offering and the applicable rules
of the Exchange; 




- 4 - 

“Base Units” has the meaning
ascribed thereto on the first page of this Agreement; 

“Base Unit Share” has the
meaning ascribed thereto on the first page of this Agreement; 

“Base Warrant” has the meaning
ascribed thereto on the first page of this Agreement; 

“Base Warrant Share” has the
meaning ascribed thereto on the first page of this Agreement; 

“BCSC” means the British
Columbia Securities Commission; 

“Business Day” means a day other
than a Saturday, Sunday or any other day on which the principal chartered banks
located in the City of Toronto, Ontario, Vancouver, British Columbia or the
United States of America are not open for business; 

“Business IP” means,
collectively, the Owned IP and the Licensed IP, as described in Schedule “C”
hereto; 

“Canadian Sanctions Laws” has
the meaning ascribed thereto in Section 5.1(kk); 

“Claims” has the meaning
ascribed thereto in Section 8.1; 

“Closing Date” means on or about
April 5, 2016, or such earlier or later date as the Company and the Agent shall
agree; 

“Closing Time” means 9:00 a.m.
(Toronto time) on the Closing Date or such other time as the Company and Agent
shall agree; 

“Common Shares” means the Class
A common shares, no par value, of the Company; 

“Company” has the meaning
ascribed thereto in the first paragraph of this Agreement; 

“Company’s Information Record”
means all information contained in any press release, material change report
(excluding any confidential material change report), financial statements,
information circulars, annual information form, any reports filed with the
Securities and Exchange Commission, or other document of the Company which has
been publicly filed by, or on behalf of, the Company pursuant to Applicable
Securities Laws or as required by the rules of the Securities and Exchange
Commission on or after April 1, 2014;

“Compensation Options” has the
meaning ascribed thereto on the second page of this Agreement; 

“Compensation Option Unit” has
the meaning ascribed thereto on the second page of this Agreement; 

“Compensation Option Share” has
the meaning ascribed thereto on the second page of this Agreement; 

“Compensation Option Warrant” has the meaning ascribed
thereto on the second page of this Agreement; 




- 5 - 

“Compensation Option Warrant
Share” has the meaning ascribed thereto on the second page of this
Agreement; 

“Compensation Option
Certificates” means the certificates representing the Compensation Options;


“Compensation Securities” has
the meaning ascribed thereto on the second page of this Agreement; 

“Corporations Act” means the
Wyoming Business Corporation Act; 

“CSE” means the Canadian
Securities Exchange; 

“Debt Instrument” means any
loan, bond, debenture, promissory note or other instrument evidencing
indebtedness (demand or otherwise) for borrowed money, to which the Company or
any of its Subsidiaries (as defined herein) is a party or by which any of their
property or assets are bound; 

“Distribution Period” means the
period commencing on the date of this Agreement and ending on the date on which
all of the Units (including for avoidance of doubt, Units distributed pursuant
to the exercise of the Agent’s Option) have been sold by the Agent to the public
or the date on which the Agent has ceased distributing the Units; 

“Documents Incorporated by
Reference” means, in respect of either the Preliminary Prospectus, any
Prospectus Amendment or the Final Prospectus, the financial statements,
management’s discussion and analysis, management information circulars, annual
information form, material change reports, marketing materials or other
documents issued by the Company, whether before or after the date of this
Agreement, that are incorporated by reference, or deemed to be incorporated by
reference, therein pursuant to NI 44-101, Applicable Securities Laws;

“Eligible Issuer” means an
issuer which is qualified to file a short-form prospectus under NI 44-101;

“Environmental Laws” has the
meaning ascribed thereto in Section 5.1(lll) of this Agreement; 

“Employee IP Agreements” means
agreements relating to proprietary information and assignment of inventions to
the Company or any of the Subsidiaries, as applicable, by employees and
consultants of the Company or any of the Subsidiaries, as applicable and as
disclosed on Schedule “C” hereto; 

“Employee Plans” has the meaning
ascribed thereto in Section 5.1(yyy) of this Agreement; 

“Exchange” means the Toronto
Stock Exchange; 

“Final Prospectus” means the
(final) short form prospectus dated the date hereof, including all of the
Documents Incorporated by Reference, that has been prepared and is to be filed
by the Company, qualifying the distribution of the Units and Compensation
Options in the Qualifying Provinces, and for which a Final Receipt will be
issued; 




- 6 - 

“Final Receipt” means the final
receipt to be issued by the BCSC in its capacity as principal regulator in
accordance with the Passport System evidencing that a final receipt has been
issued or deemed to be issued by the Securities Commissions in respect of the
Final Prospectus; 

“Financial Statements” has the
meaning ascribed thereto in Section 5.1(dd) of this Agreement; 

“including” means including
without limitation; 

“Indemnified Party” and
“Indemnified Parties” has the meaning ascribed thereto in Section 8.1 of
this Agreement; 

“Intellectual Property” means
any or all of the following (whether statutory or arising under common law or by
contract or otherwise) and all proprietary intellectual property and other
rights in, arising out of or associated with: (i) all patents and utility models
and applications therefor and all rights of priority and all rights in
provisionals, re-issuances, continuations, continuations-in-part, divisions,
revisions, supplementary protection certificates, extensions and re-examinations
thereof and all equivalent or similar rights anywhere in the world in inventions
and discoveries including invention disclosures; (ii) all registered and
unregistered trade-marks, service marks, trade names, trade dress, logos,
business, corporate and product names and slogans and registrations,
applications for registration and rights to file applications thereof; (iii) all
copyrights in copyrightable works, and all other rights of authorship and all
industrial designs and design patents, worldwide, and all applications,
registrations and renewals in connection therewith; (iv) all maskworks, maskwork
registrations and applications therefor, integrated circuit topographies and
registrations and applications therefore and any equivalent or similar rights in
semiconductor masks, layouts, architectures or topologies, and (v) all World
Wide Web addresses, domain names and sites and applications and registrations
therefor; 

“limited-use version” has the
meaning ascribed to such term in NI 41-101; 

“Licensed IP” means the
Intellectual Property owned by any person other than the Company or any of the
Subsidiaries and which the Company and/or any of the Subsidiaries use, the whole
as described in Schedule “C” hereto; 

“Listing Application” means the
listing application filed with the Exchange with respect to the listing on the
Exchange of the Common Shares currently listed for trading on the CSE, the Unit
Shares and Warrant Shares; 

“Marketing Documents” means,
collectively, all (i) standard term sheets, and (ii) marketing materials
(including any template version, revised template version or limited-use version
thereof), in either case provided to a potential investor in connection with the
distribution of Units; 

“marketing materials” has the
meaning ascribed to such term in NI 41-101; 

“Material Adverse Effect” means
any materially adverse change in or effect on the business, assets or
properties, affairs, liabilities (contingent or otherwise), prospects, results
of operations, capital or condition (financial or otherwise) of the Company and
the Subsidiaries, taken as a whole; 

“Material Agreement” means any
contract, commitment, agreement (written or oral), joint venture instrument,
lease or other document, including a license agreement, joint operating agreement, distributorship agreement,
supply agreement, farm-out agreement, operating agreement, option agreement or
cooperation agreement to which the Company or any of its Subsidiaries is a party
or by which any of their property or assets are bound pursuant to which the
Company and any of its Subsidiaries, taken as a whole, will be or may reasonably
be expected to result in a requirement to expend more than an aggregate of
$50,000 or be entitled to receive revenue of more than $50,000, in either case
in the next 12 months; 




- 7 - 

“material fact” has the meaning
ascribed thereto in the Securities Act (British Columbia); 

“MI 11-102” means Multilateral
Instrument 11-102 – Passport System; 

“misrepresentation” has the
meaning ascribed thereto in the Securities Act (British Columbia); 

“NI 41-101” means National
Instrument 41-101 – General Prospectus Requirements; 

“NI 44-101” means National
Instrument 44-101 – Short Form Prospectus Distributions; 

“NP 11-202” means National
Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

“OFAC” has the meaning ascribed
thereto in Section 5.1(kk); 

“Offered Securities” means
collectively the Unit Shares, Warrants and the Warrant Shares; 

“Offering” means the Minimum
Offering, the Maximum Offering and includes the Agent’s Option Units and Agent’s
Option Warrants hereunder;

“Offering Documents” means,
collectively, the Preliminary Prospectus, the Final Prospectus, any
Supplementary Material, and the marketing materials contemplated by Section
4(a)(i) and any standard term sheets; 

“Owned IP” has the meaning
ascribed thereto in Section 5.1(ooo) and as more fully described in Schedule
“C”; 

“Passport System” means the
system for review of prospectus filings set out in MI 11-102 and NP 11-202; 

“person” includes any
individual, corporation, limited partnership, general partnership, joint stock
company or association, joint venture association, company, trust, bank, trust
company, land trust, investment trust, society or other entity, organization,
syndicate, whether incorporated or not, trustee, executor or other legal
personal representative, and governments and agencies and political subdivisions
thereof; 

“Preliminary Prospectus” means
the preliminary short form prospectus dated January 13, 2016, including all of
the Documents Incorporated by Reference therein, prepared and filed by the
Company, qualifying the distribution of the Units and Compensation Options in
the Qualifying Provinces, and for which a Preliminary Receipt has been
issued;

“Preliminary Receipt” means the
receipt dated January 13, 2016 issued by the BCSC in its capacity as principal
regulator in accordance with the Passport System evidencing that a preliminary receipt has been issued or
deemed to be issued by the Securities Commissions in respect of the Preliminary
Prospectus; 




- 8 - 

“Prospectus” means,
collectively, the Preliminary Prospectus, the Final Prospectus and any
Prospectus Amendment; 

“Prospectus Amendment” means any
amendment to the Preliminary Prospectus or the Final Prospectus, as applicable,
required to be prepared and filed by the Company pursuant to Applicable
Securities Laws in the Qualifying Provinces; 

“provide”, in the context of
sending or making available Marketing Documents to a potential investor of
Units, has the meaning ascribed to such term under Applicable Securities Laws;


“Purchasers” means,
collectively, each of the purchasers of Units pursuant to the Offering; 

“Qualifying Provinces” means
each of the provinces of Canada other than Québec; 

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

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

“Securities Commissions” means
the applicable securities commission or securities regulatory authority in each
of the Qualifying Provinces; 

“Selling Group” means,
collectively, those registered dealers registered in the applicable categories
under Applicable Securities Laws and appointed by the Agent, including any U.S.
Affiliate, to assist in the Offering as contemplated in this Agreement; 

“Selling Jurisdictions” means,
collectively, each of the Qualifying Provinces and such other jurisdictions as
the Agent and the Company may agree; 

“standard term sheet” has the
meaning ascribed to such term in NI 41-101; 

“Stock Option Plan” means the
stock option plan of the Company dated June 18, 2014; 

“subsidiary” has the
meaning ascribed thereto in the Securities Act (British Columbia); 

“Subsidiaries” means,
collectively, the corporations listed on Schedule “B” hereto; 

“Supplementary Material” means,
collectively, any Prospectus Amendment, any supplemental prospectus or ancillary
material required to be filed with any of the Securities Commissions in
connection with the distribution of the Units and Compensation Options; 

“Survival Limitation Date” means
the later of: 

	 	(i) 	
      the second anniversary of the Closing Date; and

	 	 	 
	 	(ii) 	
      the latest date under Applicable Securities Laws that a
      Purchaser may be entitled to commence an action or exercise a right of
      rescission, with respect to a misrepresentation contained in the Final Prospectus or, if
applicable, any Supplementary Material; 







- 9 - 

“Taxes” has the meaning ascribed
thereto in Section 5.1(oo) of this Agreement; 

“Technology” means any or all of
the following and all intellectual property and other rights in, arising out of
or associated with: (i) works of authorship including computer programs, source
code and executable code, whether embodied in software, firmware or otherwise,
documentation, designs, methods, techniques, processes, files, industrial
models, industrial designs, schematics, specifications, net lists, build lists,
records and data; (ii) inventions (whether or not patentable), improvements and
enhancements; (iii) proprietary and confidential business and technical
information, including technical data, trade secrets, ideas, research and
development and know how; and (iv) databases, data compilations and collections
and technical data; 

“template version” has the
meaning ascribed to such term in NI 41-101 and includes any revised template
version of marketing materials as contemplated by NI 41-101; 

“Transfer Agent” means
Computershare Investor Services Inc.; 

“Units” has the meaning ascribed
thereto in the first paragraph of this Agreement; 

“Unit Shares” has the meaning
ascribed to such term in the first paragraph of this Agreement; 

“United States” or “U.S.”
means the “United States”, as such term is defined in Regulation S; 

“U.S. Accredited Investor” means
an “accredited investor” that satisfies one or more of the criteria set forth in
Rule 501(a) of Regulation D under the U.S. Securities Act; 

“U.S. Affiliate” means the
United States registered broker-dealer affiliate of the Agent; 

“U.S. Person” means a “U.S.
person”, as such term is defined in Regulation S; 

“U.S. Purchaser” means any
Purchaser of Base Units that is (a) a U.S. Person, (b) a person purchasing Base
Units on behalf of, or for the account or benefit of, any U.S. Person or any
person in the United States, (c) a person who receives or received an offer to
acquire the Base Units while in the United States, and (d) a person who was in
the United States at the time such person’s buy order was made or the
subscription agreement was executed or delivered; 

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

“Warrants” has the meaning
ascribed thereto on the first page of this Agreement; 

“Warrant Agent” means
Computershare Trust Company of Canada; 

“Warrant Indenture” means the
warrant indenture to be entered into on the Closing Date between the Warrant
Agent and the Company in relation to the Warrants, as amended from time to time;
and 

“Warrant Shares” has the meaning
ascribed thereto on the first page of this Agreement. 




- 10 - 

	1.2 	
      Division and Headings: The division of this
      Agreement into sections, subsections, paragraphs and other subdivisions
      and the insertion of headings are for convenience of reference only and
      shall not affect the construction or interpretation of this Agreement.
      Unless something in the subject matter or context is inconsistent
      therewith, references herein to sections, subsections, paragraphs and
      other subdivisions are to sections, subsections, paragraphs and other
      subdivisions of this Agreement.

	 	
       

	1.3 	
      Governing Law: This Agreement shall be governed by
      and construed in accordance with the laws of the Province of British
      Columbia and the federal laws of Canada applicable therein and the parties
      hereto irrevocably attorn to the exclusive jurisdiction of the courts of
      the Province of British Columbia.

	 	
       

	1.4 	
      Currency: Except as otherwise indicated, all
      amounts expressed herein in terms of money refer to lawful currency of
      Canada and all payments to be made hereunder shall be made in such
      currency.

	 	
       

	1.5 	
      Schedules: The following are the schedules
      attached to this Agreement, which schedules are deemed to be a part hereof
      and are hereby incorporated by reference herein:



Schedule “A” - Opinion of the Company’s
Legal Counsel; 

Schedule “B” - Subsidiaries; 

Schedule “C” - Intellectual Property;


Schedule “D” - Form of Lock-Up
Agreement;

Schedule “E” - Compliance with United
States Securities Laws; and 

Schedule “F” – Canadian Purchaser
Questionnaire. 

	
      2. 
	
      Nature of Transaction

	
       
	
	
      2.1 
	
      Each Purchaser resident in a Qualifying Province shall
      purchase the Units pursuant to the Final Prospectus. The Company and the
      Agent hereby agree to comply with all Applicable Securities Laws on a
      timely basis in connection with the distribution of the Units.

	
       
	
	
      3. 
	
      Covenants and Representations of the
  Agent

	
       
	
	
      3.1 
	
      The Agent covenants with the Company, and acknowledges
      that the Company is relying on same in entering into this Agreement,
      that:




	 	(a) 	
      it will conduct activities in connection with arranging
      for the sale and distribution of the Units in compliance with the
      Prospectus, the provisions of this Agreement and all Applicable Securities
      Laws;

	 	 	
	 	(b) 	
      it will not, directly or indirectly, sell or solicit
      offers to purchase the Units or distribute or publish any offering
      circular, prospectus, form of application, advertisement or other offering
      materials in any country or jurisdiction so as to require registration of
      the Units, filing of a prospectus or similar document with respect thereto
      or compliance by the Company with regulatory requirements (including any continuous
disclosure obligations or similar reporting obligations) under the laws of any
jurisdiction (other than the filing of the Preliminary Prospectus, the Final
Prospectus or any Supplementary Material in the Qualifying Provinces and the
Agent shall be entitled to assume that the Units have been qualified in the
Qualifying Provinces to the extent a Final Receipt has been issued); 







- 11 - 

	 	(c) 	
      it will, provided it is otherwise satisfied, acting
      reasonably, execute and deliver to the Company, the certificate required
      to be executed by the Agent under Applicable Securities Laws in connection
      with the Final Prospectus and any Supplementary Material;

	 	 	
	 	(d) 	
      it will deliver such further certificates and other
      documentation as may be contemplated in this Agreement or as the Company
      or its counsel may reasonably require in connection with the
    Offering;

	 	 	
	 	(e) 	
      it understands and acknowledges that none of the Units
      have been or will be registered under the U.S. Securities Act or
      the securities laws of any state of the United States;

	 	 	
	 	(f) 	
      the representations, warranties, covenants and agreements
      of the Agent in Schedule “E” hereto and all offers and sales of Base Units
      in the United States or to, or for the account or benefit of, U.S. Persons
      by the Agent, acting through its U.S. Affiliate have been and shall be
      made in compliance with the Agent’s representations, warranties, covenants
      and agreements contained in Schedule “E” hereto, which forms a part of
      this Agreement; and

	 	 	
	 	(g) 	
      it understands that the Compensation Securities have not
      been and will not be registered under the U.S. Securities Act or
      any state securities laws of the United States, and that the Compensation
      Options and Compensation Option Warrants may not be exercised in the
      United States or by or on behalf of a U.S. Person unless an exemption from
      registration is available. Accordingly, the Agent represents and warrants
      that it is not in the United States or a U.S. Person and is not acquiring
      the Compensation Securities and will not exercise the Compensation
      Securities, where applicable for the account or benefit of or for transfer
      to any person in the United States or a U.S.
Person.




	3.2 	
      The Agent shall notify the Company when, in its
      reasonable opinion, the Agent and Selling Group have ceased distribution
      of the Units and, if required for regulatory compliance purposes, provide
      a breakdown of the number of Units distributed and proceeds received in
      each of the Qualifying Provinces.

	 	
       

	3.3 	
      The Agent represents and warrants to, and covenants with,
      the Company that it is duly registered as an investment dealer under the
      Applicable Securities Laws in each of the Qualifying Provinces.

	 	
       

	4. 	
      Marketing




	 	(a) 	
      during the Distribution Period and subject to Applicable
      Securities Laws:




	 	(i) 	
      the Company shall prepare, in consultation with the
      Agent, and approve in writing, prior to such time any marketing materials
      provided to potential investors in the Units, a template version of any
      marketing materials reasonably requested to be provided by the Agent to
      any such potential investor, such marketing materials to comply with Applicable Securities Laws and to be
acceptable in form and substance to the Agent and its counsel, acting
reasonably; 







- 12 - 

	 	(ii) 	
      the Agent shall approve a template version of any such
      marketing materials in writing prior to the time such marketing materials
      are provided to potential investors in Units;

	 	 	
       

	 	(iii) 	
      the Company shall file a template version of any such
      marketing materials on SEDAR as soon as reasonably practical after such
      marketing materials are so approved in writing by the Company and the
      Agent, and in any event, on or before the day the marketing materials are
      first provided to any potential investor in Units, and any comparables (as
      defined in NI 41-101) shall be removed from the template version in
      accordance with NI 44-101 prior to filing such on SEDAR (provided that if
      any such comparables are removed, the Company shall deliver a complete
      template version of any such marketing materials to the Securities
      Commissions), and the Company shall provide a copy of such filed template
      version to the Agent, as soon as practicable following such
  filing;




	 	(b) 	
      following the approvals and filings set forth in Sections
      4(a)(i) to 4(a)(iii) above, the Agent may provide a limited use version of
      such marketing materials to potential investors under the Offering in
      accordance with Applicable Securities Laws;

	 	 	
       

	 	(c) 	
      the Company shall prepare and file on SEDAR with the
      Securities Commissions a revised template version of any marketing
      materials provided to potential investors under the Offering where
      required under Applicable Securities Laws;

	 	 	
       

	 	(d) 	
      the Company and the Agent, on a several basis, covenant
      and agree that during the Distribution Period:




	 	(i) 	
      they will not provide any potential investor under the
      Offering with any marketing materials unless a template version of such
      materials has been filed by the Company with the Securities Commissions on
      or before the day such marketing materials are first provided to any
      potential investor under the Offering;

	 	 	
       

	 	(ii) 	
      they will not provide any potential investor with any
      materials or information in relation to the distribution of the Units or
      the Company, other than: (A) such marketing materials that have been
      approved and filed in accordance with Section 4(a); (B) the Prospectus;
      and (C) any standard term sheets approved in writing by the Company and
      the Agent; and

	 	 	
       

	 	(iii) 	
      any marketing materials approved and filed in accordance
      with Section 4(a), and any standard term sheets approved in writing by the
      Company and the Agent, shall only be provided to potential investors in
      the Qualifying Provinces.




	5. 	
      Representations, Warranties and Covenants of the
      Company

	 	
       

	5.1 	
      The Company hereby represents, warrants and covenants to
      and with the Agent, and acknowledges that the Agent is relying on same in
      entering into this Agreement, that:







- 13 - 

	 	(a) 	
      the Company (i) is duly existing under the
      Corporations Act and is and will at the Closing Time be up-to-date
      in all material corporate filings and in good standing under the
      Corporations Act; (ii) has all requisite corporate power and
      capacity to carry on its business as now conducted and to own, lease and
      operate its properties and assets; and (iii) has all requisite corporate
      power and authority to issue and sell the Offered Securities, issue the
      Compensation Securities and enter into this Agreement, the Warrant
      Indenture and the Compensation Option Certificates, and to carry out its
      obligations hereunder and thereunder;

	 	 	
       

	 	(b) 	
      the Subsidiaries listed on Schedule “B” are the only
      subsidiaries of the Company and all of the securities of such Subsidiaries
      are held directly or indirectly by the Company free and clear of all
      mortgages, liens, charges, pledges, security interests, encumbrances,
      claims and demands whatsoever and the Company is entitled to the full
      beneficial ownership of all such shares in the Subsidiaries. All of such
      shares in the capital of the Subsidiaries have been duly authorized and
      validly issued and are outstanding as fully paid shares and no person,
      other than the Company or a Subsidiary has any right, agreement or option,
      present or future, contingent or absolute, or any right capable of
      becoming a right, agreement or option, for the purchase from the Company
      of any interest in any of such shares or for the issue or allotment of any
      unissued shares in the capital of the Subsidiaries or any other security
      convertible into or exchangeable for any such shares;

	 	 	
       

	 	(c) 	
      each of the Subsidiaries: (i) has been duly incorporated
      in its jurisdiction of incorporation and is and will at the Closing Time
      and any Agent’s Option Closing Time, be up-to-date in all material
      corporate filings and in good standing under the laws of its jurisdiction;
      and (ii) has all requisite corporate power and authority to carry on its
      business as now conducted and to own, lease and operate its properties and
      assets;

	 	 	
       

	 	(d) 	
      each of the Company and the Subsidiaries is, in all
      material respects, conducting its business in compliance with Applicable
      Securities Laws and all applicable laws, rules and regulations of each
      jurisdiction in which its business is carried on and each is licensed,
      registered or qualified in all jurisdictions in which it is required to be
      licensed, registered or qualified and all such licenses, registrations and
      qualifications are, and will at the Closing Time and any Agent’s Option
      Closing Time, be, valid, subsisting and in good standing and it has not
      received a notice of non-compliance, nor knows of, nor has reasonable
      grounds to know of, any facts that could give rise to a notice of non-
      compliance with any such laws, regulations, licenses, registrations and
      qualifications which could have a Material Adverse Effect;

	 	 	
       

	 	(e) 	
      no proceedings have been taken, instituted or, to the
      knowledge of the Company, are pending for the dissolution or liquidation
      of the Company or any of the Subsidiaries and neither the Company nor the
      Subsidiaries have committed an act of bankruptcy or sought protection from
      the creditors thereof before any court or pursuant to any legislation,
      proposed or taken any proceedings with respect to a compromise or
      arrangement to the creditors thereof generally, or taken any proceedings
      to be declared bankrupt or wound up, or to have a receiver appointed over
      any of the assets thereof;

	 	 	
       

	 	(f) 	
      other than as disclosed in the Offering Documents, there
      are no material actions, proceedings or investigations (whether or not by
      or on behalf of the Company or the Subsidiaries) or to the knowledge of the Company threatened or
pending, against or affecting the Company or the Subsidiaries at law or in
equity (whether in any court, arbitration or similar tribunal) or before or by
any federal, provincial, state, municipal or other governmental department,
commission, board or agency, domestic or foreign; 







- 14 - 

	 	(g) 	
      the Company is not aware of any legislation, or proposed
      legislation, which it anticipates will have a Material Adverse
    Effect;

	 	 	
       

	 	(h) 	
      neither the Company nor the Subsidiaries have approved or
      entered into any agreement which remains in force in respect of, or
      received any written notice with respect to: (i) the purchase of any
      material property or assets or any interest therein or the sale, transfer
      or other disposition of any material property or assets or any interest
      therein currently owned, directly or indirectly, by the Company or the
      Subsidiaries whether by asset sale, transfer of shares or otherwise; (ii)
      the change of control of the Company or any Subsidiary (whether by sale or
      transfer of shares or sale of all or substantially all of the property or
      assets of the Company or any Subsidiary or otherwise); or (iii) to the
      knowledge of the Company, a proposed or planned disposition of Common
      Shares by any shareholder who owns, directly or indirectly, 10% or more of
      the outstanding Common Shares;

	 	 	
       

	 	(i) 	
      neither the Company nor the Subsidiaries is in default or
      in breach in any material respect of the constating documents, by-laws or
      resolutions of its directors or shareholders or any Debt Instrument,
      Material Agreement, or any judgment, decree, order, statute, rule or
      regulation applicable to any of them;

	 	 	
       

	 	(j) 	
      the execution and delivery of this Agreement, the Warrant
      Indenture and the Compensation Option Certificates and the performance by
      the Company of its obligations hereunder and thereunder and the
      transactions contemplated hereby and thereby, including the issuance of
      the Offered Securities and the issuance of the Compensation Securities
      have been duly authorized by all necessary corporate action of the Company
      and each of this Agreement which has been executed and delivered by the
      Company and the Compensation Option Certificates when executed and
      delivered by the Company, constitute and will constitute at the Closing
      Time and any Agent’s Option Closing Time, a valid and binding obligation
      of the Company, enforceable against the Company in accordance with its
      terms, provided that enforcement thereof may be limited by laws affecting
      creditors’ rights generally, that specific performance and other equitable
      remedies may only be granted in the discretion of a court of competent
      jurisdiction, that the provisions relating to indemnity, contribution and
      waiver of contribution may be unenforceable;

	 	 	
       

	 	(k) 	
      the execution and delivery of this Agreement, the Warrant
      Indenture and the Compensation Option Certificates and the fulfillment of
      the terms hereof and thereof by the Company, the issuance, sale and
      delivery of the Offered Securities and the issuance of the Compensation
      Securities, do not and will not require the consent, approval,
      authorization, registration or qualification of or with any governmental
      authority, stock exchange, quotation system, Securities Commission or
      other third party, except: (i) such as have been obtained; or (ii) such as
      may be required and will be obtained by the Closing Time or Agent’s Option
      Closing Time, as applicable, or within the applicable time frames
      following the Closing Time or Agent’s Option Closing Time, as applicable,
      as permitted by Applicable Securities Laws or the rules of the
Exchange, subject to such customary conditions as applicable to each such
obligations; 







- 15 - 

	 	(l) 	
      the execution and delivery of this Agreement, the Warrant
      Indenture and the Compensation Option Certificates and the fulfillment of
      the terms hereof and thereof by the Company, the issuance, sale and
      delivery of the Offered Securities and the issuance of the Compensation
      Securities do not and will not result in a breach of or constitute a
      default under, and do not and will not create a state of facts which,
      after notice or lapse of time or both, will result in a breach of or
      constitute a default under, and do not and will not conflict with the
      terms or provisions of (i) the constating documents of the Company or its
      Subsidiaries or any resolutions of the shareholders or directors of the
      Company or its Subsidiaries, (ii) any Debt Instrument or Material
      Agreement, or (iii) any judgment, decree, order, statute, rule or
      regulation applicable to the Company or the Subsidiaries, which breach or
      default would have a Material Adverse Effect;

	 	 	
	 	(m) 	
      all necessary corporate action has been taken or will
      have been taken prior to the Closing Time or Agent’s Option Closing Time,
      as applicable, by the Company so as to validly: (i) issue and sell the
      Unit Shares as fully paid and non-assessable Common Shares; (ii) validly
      create and issue the Warrants and Compensation Option Warrants; and (iii)
      validly create and reserve for issuance the Warrant Shares and
      Compensation Securities;

	 	 	
	 	(n) 	
      the Unit Shares have been, or prior to the Closing Time
      or Agent’s Option Closing Time, as applicable, will be, duly and validly
      authorized and reserved for issuance and when certificates representing
      the Unit Shares have been issued (or other electronic delivery thereof has
      been effected), delivered and paid for, the Unit Shares will be validly
      issued as fully paid and non- assessable Common Shares and all statements
      made in this Agreement and in the Offering Documents describing the Unit
      Shares (including their attributes) are, and will be, as applicable,
      accurate in all material respects;

	 	 	
	 	(o) 	
      the Warrants have been, or prior to the Closing Time or
      Agent’s Option Closing Time, as applicable, will be duly and validly
      authorized and created and, upon receipt by the Company of the aggregate
      consideration and when certificates for the Warrants have been
      countersigned by the Warrant Agent (or other electronic delivery thereof
      has been effected) and delivered by the Company, will be validly issued
      and all statements made in the Offering Documents describing the Warrants
      will be accurate in all material respects;

	 	 	
	 	(p) 	
      the Warrant Shares have been, or prior to the Closing
      Time or Agent’s Option Closing Time, as applicable, will be, duly and
      validly authorized and reserved for issuance and, upon exercise of the
      Warrants in accordance with their terms and when certificates representing
      the Warrant Shares have been countersigned by the Transfer Agent (or other
      electronic delivery thereof has been effected), issued, delivered and paid
      for, the Warrant Shares will be validly issued as fully paid and
      non-assessable Common Shares, and all statements made in the Offering
      Documents describing the Warrant Shares will be accurate in all material
      respects;

	 	 	
	 	(q) 	
      the Compensation Options to be issued to the Agent (or as
      directed by the Agent in accordance with the terms of this Agreement) as
      contemplated in this Agreement have been, or prior to the Closing Time or
      the Agent’s Option Closing Time, as the case may be, will be, duly and
      validly authorized and created and when the Compensation
  Option Certificates have been signed, issued and delivered by the
Company, the Compensation Options will be validly issued and all statements made
in this Agreement and in the Offering Documents describing the Compensation
Options (including their attributes) are accurate in all material respects; 







- 16 - 

	 	(r) 	
      the Compensation Securities have been, or prior to the
      Closing Time or the Agent’s Option Closing Time, as the case may be, will
      be, duly and validly authorized and reserved for issuance and, upon
      exercise of the Compensation Options in accordance with their terms and
      when the Compensation Securities have been issued, delivered and paid for,
      the Compensation Option Shares will be validly issued as fully paid and
      non- assessable Common Shares and all statements made in this Agreement
      and in the Offering Documents describing the Compensation Securities
      (including their attributes) are accurate in all material
  respects;

	 	 	
	 	(s) 	
      the authorized capital of the Company consists of an
      unlimited number of Common Shares, of which 72,193,209 Common Shares of
      the Company are issued and outstanding as fully paid and non-assessable
      shares of the Company;

	 	 	
	 	(t) 	
      except for 6,675,360 options issued pursuant to the Stock
      Option Plan to purchase Common Shares of the Company and 12,958,609
      warrants issued and outstanding as at the date hereof, no person has any
      agreement or option or right or privilege (whether at law, pre-emptive or
      contractual) capable of becoming an agreement for the purchase,
      subscription or issuance of, or conversion into, any unissued shares,
      securities, warrants or convertible obligations of any nature of the
      Company;

	 	 	
	 	(u) 	
      to the knowledge of the Company, no agreement is in force
      or effect which in any manner affects the voting or control of any of the
      securities of the Company or any Subsidiary;

	 	 	
	 	(v) 	
      the Transfer Agent at its principal offices in the City
      of Vancouver has been appointed as the registrar and transfer agent for
      the Common Shares;

	 	 	
	 	(w) 	
      prior to the Closing Time, the Warrant Agent at its
      principal offices in the City of Vancouver will be appointed as the
      Warrant Agent;

	 	 	
	 	(x) 	
      the currently issued and outstanding Common Shares of the
      Company are listed and posted for trading on the CSE and no order ceasing
      or suspending trading in any securities of the Company or prohibiting the
      sale of the Offered Securities has been issued and no proceedings for such
      purpose are, to the best of the Company’s knowledge, information and
      belief, threatened or pending;

	 	 	
	 	(y) 	
      the Company is in compliance in all material respects
      with the rules and regulations of the CSE;

	 	 	
	 	(z) 	
      the Company is a “reporting issuer”, not included in a
      list of defaulting reporting issuers maintained by the Securities
      Commission of each of the provinces of Alberta, British Columbia and
      Ontario, and in particular, without limiting the foregoing, the Company
      has at all relevant times complied with its obligations to make timely
      disclosure of all material changes relating to it, no such disclosure has
      been made on a confidential basis that is still maintained on a
      confidential basis, and there is no material change relating to
  the Company which has occurred and with respect to which the
requisite material change report has not been filed with the Securities
Commissions in the Qualifying Provinces, except to the extent that the Offering
constitutes a material change; 







- 17 - 

	 	(aa) 	
      the Company will use its commercially reasonable efforts
      to maintain its status as a “reporting issuer” (or the equivalent thereof)
      not in default of the requirements of the Applicable Securities Laws of
      each of the Qualifying Provinces, for a period of three years following
      the Closing Date, provided that this covenant shall not prevent the
      Company from completing any transaction which would result in the Company
      ceasing to be a “reporting issuer” so long as the holders of Common Shares
      receive securities (or cash or any combination thereof as the case may be)
      of a successor entity pursuant to a transaction in compliance with
      applicable corporate laws and Applicable Securities Laws, or the Company’s
      shareholders approve the transaction;

	 	 	
       

	 	(bb) 	
      the Company will use commercially reasonable efforts to
      maintain a listing of its Common Shares on the Exchange for a period of
      three years from the Closing Date, provided that this covenant shall not
      prevent the Company from completing any transaction which would result in
      the Common Shares ceasing to be listed so long as the holders of Common
      Shares receive securities (or cash or any combination thereof as the case
      may be) of a successor entity pursuant to a transaction in compliance with
      applicable corporate laws and Applicable Securities Laws, or the Company’s
      shareholders approve the transaction;

	 	 	
       

	 	(cc) 	
      Since March 31, 2015, except as disclosed in the Offering
      Documents:




	 	(i) 	
      there has not been any material change in the assets,
      liabilities, obligations (absolute, accrued, contingent or otherwise),
      business, condition (financial or otherwise) or results of operations of
      the Company and the Subsidiaries, on a consolidated basis;

	 	 	
       

	 	(ii) 	
      there has not been any material change in the capital
      stock or long-term debt of the Company and the Subsidiaries, on a
      consolidated basis; and

	 	 	
       

	 	(iii) 	
      the Company and the Subsidiaries have carried on their
      respective businesses in the ordinary course;




	 	(dd) 	
      the restated audited annual financial statements of the
      Company for the years ended March 31, 2015 and 2014 and the restated
      unaudited interim consolidated financial statements of the Company for the
      three-month period ended June 30, 2015, the six- month period ended
      September 30, 2015 and the nine-month period ended December 31, 2015 (the
      “Financial Statements”), contained in the Prospectus have been
      prepared in accordance with U.S. generally accepted accounting principles
      (“GAAP”) and present fairly, in all material respects, the
      financial condition of the Company and the Subsidiaries, on a consolidated
      basis, as at the respective dates thereof;

	 	 	
	 	(ee) 	
      there are no material off-balance sheet transactions,
      arrangements or obligations (including contingent obligations) of the
      Company or any of its Subsidiaries with unconsolidated entities or other
      persons that, to the best of the Company’s knowledge, could reasonably be
      expected to have a Material Adverse Effect;







- 18 - 

	 	(ff) 	
      neither the Company nor the Subsidiaries has any
      liabilities, direct or indirect, contingent or otherwise, not disclosed in
      the Financial Statements which, to the best of the Company’s knowledge,
      has or would reasonably be expected to have a Material Adverse
    Effect;

	 	 	
       

	 	(gg) 	
      except as disclosed in the Offering Documents, the
      Company and each of the Subsidiaries maintains a system of internal
      accounting controls sufficient to provide reasonable assurance that: (i)
      transactions are executed in accordance with management’s general or
      specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with GAAP and to
      maintain asset accountability; (iii) access to assets is permitted only in
      accordance with management’s general or specific authorization; and (iv)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences;

	 	 	
       

	 	(hh) 	
      the auditors of the Company who audited the consolidated
      financial statements of the Company for the years ended March 31, 2015 and
      2014 are independent public accountants as required by the Applicable
      Securities Laws of Canada;

	 	 	
       

	 	(ii) 	
      there has not been any “reportable event” (within the
      meaning of National Instrument 51- 102) with the present or any former
      auditor of the Company;

	 	 	
       

	 	(jj) 	
      to the best of the Company’s knowledge, the Company, its
      affiliates, and its directors, officers, supervisors, managers, agents,
      and employees, and any persons acting on behalf of any such persons, have
      conducted at all times, are conducting, and will continue to conduct, its
      operations in full compliance with the Anti-Corruption Rules of all
      applicable jurisdictions and no action, suit, investigation or proceeding
      by or before any governmental authority or any arbitrator involving the
      Company or any of its directors, officers, supervisors, managers, agents,
      employees, or affiliates, or any persons acting on behalf of any such
      persons, with respect to a violation or potential violation of Anti-
      Corruption Rules is pending or threatened;

	 	 	
       

	 	(kk) 	
      to the best of the Company’s knowledge, neither the
      Company nor any of its directors, officers, agents, employees, or
      affiliates, or any persons acting on behalf of any such persons, is a
      “listed entity”, “designated person” or “listed person” under Part II.1 of
      the Criminal Code (Canada) or an order or regulation issued under
      the United Nations Act (Canada) or the Special Economic Measures
      Act (Canada) (collectively, “Canadian Sanctions Laws”) or is
      the subject of any sanctions administered by the Office of Foreign Assets
      Control of the U.S. Treasury Department (“OFAC”); and the Company
      will not, directly or indirectly, use the proceeds of the Offering, or
      lend, contribute or otherwise make available such proceeds to any
      Subsidiary, joint venture partner or other person or entity, for the
      purpose of financing the activities of any person or entity that is listed
      or designated under Canadian Sanctions Laws or is, to the knowledge of the
      Company, the subject of any sanctions administered by OFAC;

	 	 	
       

	 	(ll) 	
      the Company, the activities and operations of the Company
      and to the Company’s knowledge, all of its respective directors, officers,
      agents, employees, affiliates or persons acting on behalf of any such
      persons, are, have been and will continue to be conducted at all times in
      compliance with the anti-money laundering statutes of
all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency to which they are subject
(collectively, the “Anti-Money Laundering Laws”) and no action, suit or
proceeding by or before any governmental authority or any arbitrator involving
the Company with respect to the Anti- Money Laundering Laws is, to the best of
the knowledge, information and belief of the Company, pending or threatened; 







- 19 - 

	 	(mm) 	
      neither the Company nor the Subsidiaries, nor to the best
      of the Company’s knowledge, information and belief, any other person, is
      in default in any material respect in the observance or performance of any
      term, covenant or obligation to be performed by the Company or the
      Subsidiaries or such other person, as applicable, under any Debt
      Instrument or Material Agreement which could have a Material Adverse
      Effect, and all such Debt Instruments and Material Agreements are in good
      standing in all material respects, and no event has occurred which with
      notice or lapse of time or both would constitute a material default
      thereunder by the Company, the Subsidiaries or, to the best of the
      Company’s knowledge, information and belief, any other party;

	 	 	
       

	 	(nn) 	
      except where it could not reasonably be expected to be a
      Material Adverse Effect, the Company has filed or delivered all reports,
      filings, disclosures, releases and other materials required to be filed
      with or delivered to any securities regulatory authority having
      jurisdiction under applicable laws (including, without limitation,
      periodic timely disclosure filings and other materials required to be
      filed by a “reporting issuer” under Applicable Securities Laws in the
      Qualifying Provinces) and all such reports, filings, disclosures, releases
      or other materials were prepared in compliance with applicable laws
      (including Applicable Securities Laws) and, as of the date of the filing
      or delivery thereof, none of such reports, filings, disclosures, releases
      or other materials contained any misrepresentation;

	 	 	
       

	 	(oo) 	
      except as disclosed in the Financial Statements or where
      it would not reasonably be expected to have a Material Adverse Effect, all
      taxes (including income tax, capital tax, payroll taxes, employer health
      tax, workers’ compensation payments, property taxes, custom and land
      transfer taxes), duties, royalties, levies, imposts, assessments,
      deductions, charges or withholdings and all liabilities with respect
      thereto including any penalty and interest payable with respect thereto
      (collectively, “Taxes”) due and payable by the Company or any of
      its Subsidiaries have been paid. All tax returns, declarations, elections,
      payments, withholdings, remittances and filings of any kind required by
      applicable laws to be filed or made by the Company or any of its
      Subsidiaries have been filed or made within the applicable statutory
      periods with all appropriate governmental authorities and all such
      returns, declarations, elections, payments, withholdings, remittances and
      filings are complete and materially accurate and no material fact or facts
      have been omitted therefrom which would make any of them misleading. To
      the best of the knowledge of the Company and the Subsidiaries no
      examination by any governmental authority of any tax return of the Company
      or any of its Subsidiaries or audit of any Taxes is currently in progress
      except in the ordinary course and there are no issues or disputes
      outstanding with any governmental authority respecting any Taxes that have
      been paid, or may be payable, by the Company and any of its
      Subsidiaries;

	 	 	
       

	 	(pp) 	
      the Company will use the net proceeds of the Offering as
      described in the Final Prospectus;







- 20 - 

	 	(qq) 	
      other than the Agent (and members of the Selling Group)
      pursuant to this Agreement, there is no person acting or purporting to act
      at the request of the Company who is entitled to any brokerage, agency or
      other fiscal advisory or similar fee in connection with the
    Offering;

	 	 	
       

	 	(rr) 	
      neither the Company nor the Subsidiaries is party to any
      material Debt Instrument or has any material loans or other indebtedness
      outstanding with any of its shareholders, officers, directors or
      employees, past or present, or any person not dealing at arm’s length with
      the Company or any Subsidiary other than as disclosed in the Company’s
      Information Record;

	 	 	
       

	 	(ss) 	
      other than with the prior written consent of the Agent,
      such consent not to be unreasonably withheld, the Company will not, offer
      or issue, or enter into an agreement to offer or issue, or announce any
      intention to offer or issue, any of its securities (other than (i) stock
      option issuances pursuant to the Company’s Stock Option Plan; (ii) the
      exercise of stock options granted pursuant to the Company’s Stock Option
      Plan; (iii) securities issuable upon the exercise of the currently
      outstanding stock options or convertible securities; (iv) in connection
      with a bona fide acquisition or licensing transaction by the Company of
      the shares or assets of other corporations or entities; (vi) pursuant to
      the Offering; or (vii) pursuant to the exercise of stock options and
      warrants outstanding as of the date of this Agreement) for a period of 90
      days following the filing of the Final Prospectus;

	 	 	
       

	 	(tt) 	
      the Company will obtain any necessary regulatory consents
      and approvals from the Exchange and other applicable regulatory
      authorities, stock exchanges, the CSE (if applicable) and quotation
      systems in connection with the Offering on such conditions as are
      acceptable to the Agent and the Company, acting reasonably;

	 	 	
       

	 	(uu) 	
      the Company will arrange for the listing of the Unit
      Shares, Warrant Shares, the Compensation Option Shares and the
      Compensation Option Warrant Shares on the Exchange effective as of the
      Closing Date and the Agent’s Option Closing Date;

	 	 	
       

	 	(vv) 	
      to the knowledge of the Company, none of the directors or
      officers of the Company, any known holder of more than 10% of any class of
      shares of the Company, or any known associate or affiliate of any of the
      foregoing persons or companies has had any material interest, direct or
      indirect, in any material transaction within the previous two years or any
      proposed material transaction which, as the case may be, materially
      affected, is material to or will materially affect the Company and the
      Subsidiaries on a consolidated basis other than as described in the
      Company’s Information Record;

	 	 	
       

	 	(ww) 	
      the assets of the Company and the Subsidiaries and their
      business and operations are insured against loss or damage with insurers
      on a basis consistent with insurance obtained by comparable businesses,
      and in such amounts that are customary in the business in which it is
      engaged and the current stage of its development and operation, and such
      coverage is in full force and effect;

	 	 	
       

	 	(xx) 	
      the Company’s Information Record and all other
      information which has been prepared by the Company relating to the Company
      or the Subsidiaries and their respective businesses, property and
      liabilities and either publicly disclosed or provided to the
  Agent, are, as of the date of such information, true and correct in
all material respects and does not contain a misrepresentation, and no material
fact or facts have been omitted therefrom which would make such information
materially misleading and the Company is not aware of any circumstances
presently existing under which liability is or would reasonably be expected to
be incurred under the secondary market liability disclosure provisions of the
        Securities Act (British Columbia) or analogous secondary market liability
disclosure provisions under Applicable Securities Laws in the other Qualifying
Provinces; 







- 21 - 

	 	(yy) 	
      the Company agrees that during the period from the date
      of this Agreement to the completion of the Distribution Period, the
      Company will promptly provide to the Agent drafts of any press releases of
      the Company for review by the Agent and the Agent’s counsel prior to
      issuance and it shall obtain prior approval of the Agent as to the content
      and form of any press release relating to the Offering, such approval not
      to be unreasonably withheld (provided that these provisions shall not
      prohibit the Company from complying with its continuous disclosure
      requirements under Applicable Securities Law);

	 	 	
       

	 	(zz) 	
      the Company is an Eligible Issuer;

	 	 	
       

	 	(aaa) 	
      the Company represents and warrants to the Agent with
      respect to the Offering Documents that:




	 	(i) 	
      all of the information and statements contained in each
      of the Offering Documents are true and correct in all material respects
      and contain no misrepresentation and constitute full, true and plain
      disclosure of all material facts relating to each of the Offering, the
      Company and the Subsidiaries on a consolidated basis and the Offered
      Securities;

	 	 	
       

	 	(ii) 	
      no material fact or information has been omitted from any
      of the Offering Documents which is required to be stated in such
      disclosure or is necessary to make the statements or information contained
      in such disclosure not misleading in light of the circumstances under
      which they were made (provided that this representation and warranty is
      not intended to extend to information and statements provided by the Agent
      in writing specifically for use therein); and

	 	 	
       

	 	(iii) 	
      the Offering Documents, in all material respects, contain
      the disclosure required by and conform to all requirements of Applicable
      Securities Laws;




	 	(bbb) 	
      the Company shall cause to be delivered to the Agent,
      concurrently with the filing of the Final Prospectus and any Supplementary
      Material thereto, a comfort letter dated the date of the Final Prospectus
      from the auditors of the Company, and any other auditors who have audited
      any of the financial statements included or incorporated by reference in
      the Final Prospectus, and in each case addressed to the Agent and to the
      directors of the Company, in form and substance satisfactory to the Agent,
      acting reasonably, relating to the verification of the financial
      information and accounting data and other numerical data of a financial
      nature contained therein and matters involving changes or developments
      since the respective dates as of which specified financial information is
      given therein, which comfort letter shall be based on the applicable
      auditor’s review having a cut-off date of not more than two Business Days
      prior to the date of the Final Prospectus;







- 22 - 

	 	(ccc) 	
      during and prior to completion of the Distribution
      Period, the Company will use its best efforts to otherwise take or cause
      to be taken all steps and proceedings that may be required under the
      Applicable Securities Laws of the Qualifying Provinces to qualify the
      Units for sale and issuance to the public through registrants registered
      under the Applicable Securities Laws of the Qualifying Provinces who have
      complied with the relevant provisions thereof and to qualify the issuance
      of the Compensation Securities to the Agent (or as directed by the Agent
      in accordance with the terms of this Agreement);

	 	 	
       

	 	(ddd) 	
      at all times until the completion of the Distribution
      Period the Company will, to the satisfaction of counsel to the Agent,
      acting reasonably, promptly take or cause to be taken all additional steps
      and proceedings that may be required from time to time under the
      Applicable Securities Laws of the Qualifying Provinces to continue to so
      qualify the Units and the Compensation Securities or, in the event that
      they have, for any reason, ceased to so qualify, to again so qualify
      them;

	 	 	
       

	 	(eee) 	
      if, after the execution of this Agreement and prior to
      the completion of the Distribution Period, it is necessary to amend or
      supplement the Final Prospectus to comply with Applicable Securities Laws,
      the Company will promptly notify the Agent and forthwith prepare and file
      with the Securities Commissions in accordance with Applicable Securities
      Laws, such Supplementary Material as may be necessary so that the Final
      Prospectus, as so amended or supplemented, will comply with Applicable
      Securities Law;

	 	 	
       

	 	(fff) 	
      if during the Distribution Period there shall be any
      change in Applicable Securities Laws which, in the opinion of the Agent,
      acting reasonably, requires the filing of any Supplementary Material, upon
      written notice from the Agent, the Company shall, to the satisfaction of
      the Agent and Agent’s counsel, acting reasonably, promptly prepare and
      file any such Supplementary Material with the appropriate Securities
      Commissions where such filing is required;

	 	 	
       

	 	(ggg) 	
      prior to the completion of the Distribution Period, the
      Company will allow the Agent to conduct all due diligence which it may
      reasonably require to conduct and participate fully in the preparation of
      the Final Prospectus and any Supplementary Material in order to fulfill
      its obligations and in order to enable it to responsibly execute the
      certificates required to be executed by it at the end of each of the Final
      Prospectus and any applicable Supplementary Material; and without limiting
      the scope of the due diligence inquiries the Agent may conduct, the
      Company will make available its senior management, directors, auditors and
      legal counsel, and such other parties as the Agent may reasonably require,
      to answer the reasonable questions of the Agent in due diligence meetings
      to be conducted prior to the filing of the Preliminary Prospectus, the
      Final Prospectus and any Supplementary Material, and the Closing Date and
      Agent’s Option Closing Date and shall cause its auditors to deliver the
      comfort letter as contemplated by Section 5.1(bbb) hereof;

	 	 	
       

	 	(hhh) 	
      upon becoming aware, the Company will promptly notify the
      Agent in writing if, prior to completion of the Distribution Period, there
      shall occur any material change or change in a material fact (in either
      case, whether actual, anticipated, contemplated or threatened and other
      than a change or change in fact relating solely to the Agent) or any event
      or development involving a prospective material change or a change in a
      material fact or any other material change concerning the Company and the
      Subsidiaries on a consolidated basis or any other change which is of such a
nature as to result in, or could be considered reasonably likely to result in, a
misrepresentation in the Offering Documents, as they exist immediately prior to
such change, or could render the foregoing, as they exist immediately prior to
such change, to not be in compliance with any Applicable Securities Laws; 







- 23 - 

	 	(iii) 	
      during the Distribution Period, the Company will promptly
      notify the Agent in writing with full particulars of any such actual,
      anticipated, contemplated, threatened or prospective material change
      referred to in the preceding paragraph and the Company shall, to the
      satisfaction of the Agent, acting reasonably, provided the Agent has taken
      all action required by it hereunder to permit the Company to do so, file
      promptly and, in any event, within all applicable time limitation periods
      with the Securities Commissions in the Qualifying Provinces a Prospectus
      Amendment or Supplementary Material, as the case may be, or material
      change report as may be required under Applicable Securities Laws and
      shall comply with all other applicable filing and other requirements under
      the Applicable Securities Laws including any requirements necessary to
      qualify the distribution of the Units and the issue of the Compensation
      Securities. The Company will not file any such Prospectus Amendment or
      Supplementary Material without first obtaining the written approval of the
      form and content thereof by the Agent, which approval shall not be
      unreasonably withheld or delayed;

	 	 	
       

	 	(jjj) 	
      during the Distribution Period, the Company will discuss
      with the Agent as promptly as possible any circumstance or event which is
      of such a nature that there is or ought to be consideration given as to
      whether there may be a material change or change in a material fact or
      other change described in the preceding two paragraphs;

	 	 	
       

	 	(kkk) 	
      the minute books and records of the Company and
      Subsidiaries which the Company has made or will make available to the
      Agent and their counsel in connection with their due diligence
      investigation of the Company and the Subsidiaries are all of the minute
      books of the Company and the Subsidiaries for such periods and contain
      copies of all constating documents and all proceedings of holders of
      Common Shares and directors, including any committee of directors, and are
      complete in all material respects. There have been no other material
      meetings, resolutions or proceedings of the holders of Common Shares,
      board of directors or committees thereof of the Company or the
      Subsidiaries during the periods requested that are not reflected in such
      minute books and other records;

	 	 	
       

	 	(lll) 	
      except to the extent that any violation does not have a
      Material Adverse Effect, neither the Company nor its Subsidiaries are in
      violation of any applicable federal, provincial, state, municipal or local
      laws, regulations, orders, government decrees or ordinances with respect
      to environmental, health or safety matters (collectively,
      “Environmental Laws”);

	 	 	
       

	 	(mmm) 	
      except as disclosed in the Offering Documents, there have
      been no past unresolved, and, to the Company’s knowledge, there are no
      pending or threatened, claims, complaints, notices or requests for
      information received by the Company or the Subsidiaries with respect to
      any alleged material violation of any law, statute, order, regulation,
      ordinance or decree and no conditions exist at, on or under any properties
      now or previously owned, operated or leased by the Company or the
      Subsidiaries which, with the passage of time, or the giving of notice or both,
would give rise to liability under any law, statute, order, regulation,
ordinance or decree that, in either case has, or may reasonably be expected to
have, a Material Adverse Effect; 







- 24 - 

	 	(nnn) 	
      all filings by the Company, pursuant to which the Company
      has received or is entitled to receive government incentives, have been
      made in accordance, in all material respects, with all applicable
      legislation and contain no misrepresentations of material fact or omit to
      state any material fact which could reasonably be expected to cause any
      amount previously paid to the Company, or previously accrued on the
      accounts thereof, to be recovered or disallowed;

	 	 	
       

	 	(ooo) 	
      Schedule “C” contains a complete and accurate reference
      of all material Intellectual Property and Technology that the Company and
      each of the Subsidiaries currently owns, uses or has the right to use or
      otherwise exploit in the conduct of its business (“Owned
    IP”);

	 	 	
       

	 	(ppp) 	
      the Business IP constitutes all of the Intellectual
      Property and Technology necessary to conduct fully the business of each of
      the Company and each of the Subsidiaries as it is currently conducted and
      as currently proposed to be conducted. The Company has sufficient rights
      to use and otherwise exploit the Business IP in connection with the
      operation of the business of the Company and the consummation of the
      transactions contemplated by this Agreement will not constitute or result
      in a breach or violation of, a default, termination or right of
      termination under, the creation or acceleration of any obligations under,
      of the creation of any lien, hypothec or encumbrance on the Business
      IP;

	 	 	
       

	 	(qqq) 	
      except as disclosed in the Offering Documents, the
      Company or one of the Subsidiaries owns all right, title and interest in
      and to the Owned IP free and clear of any encumbrances other than
      encumbrances in the process of being discharged, which are disclosed on
      Schedule “C”, and has sole and exclusive rights (and is not contractually
      obligated to pay any compensation to any other person in respect thereof
      except for those instances disclosed on Schedule “C”, which are also
      disclosed in the Company’s Information Record) to the use thereof or the
      material covered thereby. The Owned IP does not contain or embody, or
      require for its full and proper operation, any Intellectual Property or
      Technology owned by any other person;

	 	 	
       

	 	(rrr) 	
      except as disclosed in the Offering Documents, each
      Material Agreement, entered into in connection with the Licensed IP is
      valid and subsisting as at the date hereof, except as would not have a
      Material Adverse Effect. The Company and each of the Subsidiaries has the
      right to use the Licensed IP that it uses or otherwise exploits or that is
      currently incorporated in or distributed with, or that the Company and
      each of the Subsidiaries has contemplated incorporating in or distributing
      with, the Company’s and each of the Subsidiaries’ products to
      distributors, resellers and end-users of such products, except as would
      not have a Material Adverse Effect;

	 	 	
       

	 	(sss) 	
      except as disclosed in the Offering Documents, to the
      knowledge of the Company, none of the Business IP nor any service rendered
      by the Corporation or any of the Subsidiaries, nor any product currently
      or proposed to be developed, manufactured, produced or used by the Company
      or any of the Subsidiaries infringes upon any of
the Intellectual Property or Technology owned or held by any other
person. Except as disclosed in the Offering Documents, neither the Corporation
nor any of the Subsidiaries nor, to the Corporation’s knowledge any of their
respective directors, officers or employees ever received any charge, complaint,
claim, demand or notice alleging any interference, infringement,
misappropriation or violation with respect to any Business IP (including any
claim that the Company, any of the Subsidiaries and/or such persons must license
or refrain from using any Intellectual Property or Technology of a third party),
nor to the knowledge of the Company are there any valid grounds for any bona
fide claims, except as would not have a Material Adverse Effect; 







- 25 - 

	 	(ttt) 	
      to the knowledge of the Company, there is no and has not
      been any unauthorized use, infringement or misappropriation of any Owned
      IP by any other person. Neither the Company nor any of the Subsidiaries
      has covenanted or agreed with any person not to sue or otherwise enforce
      any legal rights with respect to any Business IP;

	 	 	
       

	 	(uuu) 	
      except as disclosed in the Offering Documents, neither
      the Company nor any of the Subsidiaries has since the date of its
      incorporation authorized any person (other than its employees and
      independent contractors in the ordinary course of business) to use, or
      granted any person any option to acquire any rights to or licences to use,
      sell, assign or otherwise transfer, any of the Business IP;

	 	 	
       

	 	(vvv) 	
      the Company and each of the Subsidiaries has taken all
      commercially reasonable steps (including measures to protect secrecy and
      confidentiality) to protect the Corporation’s and each of the
      Subsidiaries’ right, title and interest in and to all Business IP. All
      potential customers, customers, agents and representatives of the
      Corporation and each of the Subsidiaries who have or have had access to
      confidential Business IP and any confidential or proprietary information
      of the Company and each of the Subsidiaries have a legal obligation of
      confidentiality to the Company and each of the Subsidiaries with respect
      to such information;

	 	 	
       

	 	(www) 	
      all of the current and past executive officers of the
      Company and each of the Subsidiaries and all of the current and past
      employees and contractors of the Company and each of the Subsidiaries
      employed or engaged in research and development activities duly executed
      and delivered Employee IP Agreements on or before the date of commencement
      of their respective employment with the Company and each of the
      Subsidiaries, which Employee IP Agreements effect the assignment, without
      additional consideration, to the Company or one of the Subsidiaries of all
      Intellectual Property created, invented, conceived or reduced to practice
      during the course of their employment or engagement with the Corporation
      or one of the Subsidiaries. Such Employee IP Agreements provide that the
      employees and consultants, as the case may be, have waived all of their
      non-assignable rights (including moral rights) in such Intellectual
      Property. The Company is not aware of any breach of any of the Employee IP
      Agreements;

	 	 	
       

	 	(xxx) 	
      any disclosure by the Company or any of the Subsidiaries
      or their respective employees or agents of Owned IP whose validity,
      enforceability, value or benefit to the Company or any of the Subsidiaries
      depends on its confidentiality has been made pursuant to a valid, binding
      and enforceable non-disclosure agreement. No disclosure of the Owned IP
      has been made by the Company, any of the Subsidiaries or any of their
      respective employees in a manner that would prevent the Company, any of the
Subsidiaries or any of their successors in interest, if any, from obtaining a
patent in respect of any Owned IP that would otherwise be eligible to patent,
except as would not have a Material Adverse Effect; 







- 26 - 

	 	(yyy) 	
      each material plan for retirement, bonus, stock purchase,
      profit sharing, stock option, deferred compensation, severance or
      termination pay, insurance, medical, hospital, dental, vision care, drug,
      sick leave, disability, salary continuation, legal benefits, unemployment
      benefits, vacation, incentive or otherwise contributed to or required to
      be contributed to, by the Company and the Subsidiaries for the benefit of
      any current or former director, officer, employee or consultant of the
      Company or the Subsidiaries (the “Employee Plans”) has been
      maintained in material compliance with its terms and with the requirements
      prescribed by any and all statutes, orders, rules and regulations that are
      applicable to such Employee Plans, in each case in all material respects
      and has been publicly disclosed to the extent required by Applicable
      Securities Laws;

	 	 	
	 	(zzz) 	
      there has never been, there is not currently and the
      Company does not anticipate any material labour disruption with respect to
      the employees or consultants of the Company which would have a Material
      Adverse Effect on the plans of the Company or the Subsidiaries or the
      carrying on of the business of the Company or the Subsidiaries;

	 	 	
	 	(aaaa) 	
      except as disclosed in the Offering Documents, the
      Company (or parties under contractual obligation to the Company) holds all
      licenses, certificates, approvals and permits from all provincial,
      federal, state, United States, foreign and other regulatory authorities,
      including but not limited to the United States Food and Drug
      Administration (the “FDA”), Health Canada (“HC”), the
      European Medicines Agency (the “EMA”) and any foreign regulatory
      authorities performing functions similar to those performed by the FDA, HC
      and the EMA, that are material to the conduct of the business of the
      Company as such business is now conducted or proposed to be conducted as
      described in the Prospectus, all of which are valid and in full force and
      effect and there is no proceeding pending or, to the knowledge of the
      Company, threatened which may cause any such license, certificate,
      approval or permit to be withdrawn, cancelled, suspended or not renewed.
      Nothing has come to the attention of the Company that has caused the
      Company to believe that the completed studies, tests, preclinical studies
      and clinical trials conducted by or on behalf of the Company that are
      described in the Prospectus were not conducted, in all material respects,
      in accordance with experimental protocols, procedures and controls
      pursuant to, where applicable, accepted professional and scientific
      standards for products or product candidates comparable to those being
      developed by the Company. No filing or submission to the FDA, HC, the EMA
      or any other regulatory body, that was or is intended to be the basis for
      any approval of the Company’s products or product candidates, to the
      knowledge of the Company, contains any material omission or material false
      information. The Company is not in violation of any material law, order,
      rule, regulation, writ, injunction or decree of any court or governmental
      agency or body, applicable to the investigation of new devices, including,
      but not limited to, those promulgated by the FDA, HC or the EMA;
  and







- 27 - 

	 	(bbbb) 	
      the Company and its Subsidiaries are in material
      compliance with all applicable laws, regulations and policies respecting
      employment and employment practices, terms and conditions of employment,
      occupational health and safety, pay equity and
wages.




	6. 	
      Conditions to Agent’s Obligation on
  Closing

	 	 
	6.1 	
      The obligations of the Agent hereunder are subject to the
      following conditions, which conditions are for the sole benefit of the
      Agent and may be waived by the Agent in whole or in part at the Agent’s
      sole discretion:




	 	(a) 	
      the Company will have made and/or obtained the necessary
      filings, approvals, consents and acceptances to or from, as the case may
      be, the Securities Commissions and the Exchange and any other applicable
      securities regulatory authorities, stock exchanges and quotation systems
      required to be made or obtained by the Company in connection with the
      Offering, on terms which are acceptable to the Company and the Agent,
      acting reasonably, prior to the Closing Date, it being understood that the
      Agent will do all that is reasonably required to assist the Company to
      fulfill this condition;

	 	 	
       

	 	(b) 	
      The Company will have received a final approval letter
      from the Exchange and a bulletin will have been issued by the Exchange
      permitting the listing on the Exchange of the Common Shares (currently
      listed for trading on the CSE), Unit Shares, Warrant Shares, the
      Compensation Option Shares and the Compensation Option Warrant
    Shares;

	 	 	
       

	 	(c) 	
      the Company’s board of directors will have authorized and
      approved this Agreement, the Listing Application, the Warrant Indenture,
      the Compensation Option Certificates, the sale and issuance of the Offered
      Securities and the issuance of the Compensation Securities and all
      necessary matters relating to the foregoing;

	 	 	
       

	 	(d) 	
      the Company will deliver a certificate of the Company
      signed on behalf of the Company, but without personal liability, by the
      Chief Executive Officer of the Company and the Chief Financial Officer of
      the Company or such other senior officers of the Company as may be
      acceptable to the Agent, acting reasonably, addressed to the Agent and its
      counsel and dated the Closing Date, in form and content satisfactory to
      the Agent, acting reasonably, certifying that:




	 	(i) 	
      no order ceasing or suspending trading in any securities
      of the Company or prohibiting the sale of the Units or any of the
      Company’s issued securities (including the Common Shares) has been issued
      by any regulatory authority and is continuing in effect and no proceedings
      for that purpose have been instituted or, to the knowledge of such
      officers are threatened, pending or contemplated by any regulatory
      authority;

	 	 	
       

	 	(ii) 	
      there has been no adverse material change (actual,
      proposed or prospective, whether financial or otherwise) in the business,
      affairs, operations, assets, liabilities (contingent or otherwise) or
      capital of the Company and the Subsidiaries on a consolidated basis since
      the date hereof which has not been disclosed;







- 28 - 

	 	(iii) 	
      on the date thereof, no material change relating to the
      Company and the Subsidiaries on a consolidated basis, except for the
      Offering, has occurred with respect to which the requisite material change
      report has not been filed and no such disclosure has been made on a
      confidential basis;

	 	 	
       

	 	(iv) 	
      the representations and warranties of the Company
      contained in this Agreement and the contents of the Listing Application
      are true and correct in all material respects at the Closing Time, with
      the same force and effect as if made by the Company as at the Closing Time
      after giving effect to the transactions contemplated hereby (other than
      any representations and warranties with respect to issued and outstanding
      share capital); and

	 	 	
       

	 	(v) 	
      the Company has complied with all material covenants and
      satisfied all material terms and conditions of this Agreement on its part
      to be complied with or satisfied, other than conditions which have been
      waived by the Agent, at or prior to the Closing
Time;




	 	(e) 	
      the Agent shall have received at the Closing Time
      certificates dated the Closing Date, signed by appropriate officers of the
      Company addressed to the Agent and their counsel, with respect to the
      articles and notice of articles of the Company, all resolutions of the
      Company’s board of directors relating to this Agreement, Listing
      Application, the Warrant Indenture, the Compensation Option Certificates
      and the transactions contemplated hereby, the incumbency and specimen
      signatures of signing officers and authorized signatories in the form of a
      certificate of incumbency and such other matters as the Agent may
      reasonably request;

	 	 	
       

	 	(f) 	
      the Company will have caused its Transfer Agent to
      deliver a certificate as to the issued and outstanding Common Shares of
      the Company;

	 	 	
       

	 	(g) 	
      the Company will deliver certificates of good standing,
      status and/or compliance or equivalent, where issuable under applicable
      law, for the Company and the Subsidiaries, each dated within two (2)
      Business Days (or such earlier or later date as the Agent may accept) of
      the Closing Date;

	 	 	
       

	 	(h) 	
      the Company will have caused favourable legal opinions to
      be delivered by its legal counsel, Holland & Hart LLP and Blakes,
      Cassels & Graydon LLP, addressed to the Agent, in form and substance
      satisfactory to the Agent, acting reasonably, including in respect of
      those matters identified in Schedule “A” hereto, subject to the usual and
      customary assumptions, limitations and qualifications. In giving such
      opinions, counsel to the Company shall be entitled to rely, to the extent
      appropriate in the circumstances, upon local counsel or to arrange, to the
      extent appropriate, for separate opinions of local counsel and shall be
      entitled as to matters of fact to rely upon a certificate of fact from
      responsible persons in a position to have knowledge of such facts and
      their accuracy;

	 	 	
       

	 	(i) 	
      if any Base Units are sold in the United States or to, or
      for the account or benefit of, U.S. Persons, the Agent shall have received
      an opinion, dated the Closing Date and subject to customary assumptions,
      qualifications and limitations, of Holland & Hart LLP, addressed to
      the Agent in form and content acceptable to the Agent, acting reasonably,
      to the effect that the offer and sale of the Base Units (and the Base Unit
      Shares and Base Warrants) and the exercise of the Base Warrants are exempt from the
registration requirements of the U.S. Securities Act.







- 29 - 

	 	(j) 	
      the Company will have caused its auditors to deliver an
      update of the letter referred to in Section 5.1(bbb) above with such
      changes thereon as may be necessary to bring the information in such
      letter forward to within two business days of the Closing Date, which
      changes shall be acceptable to the Agent, acting reasonably;

	 	 	
       

	 	(k) 	
      the Agent is satisfied, in their sole discretion, with
      the results of its due diligence review and investigation completed in
      connection with the Offering;

	 	 	
       

	 	(l) 	
      Prior to the Closing Time, any material change (actual,
      anticipated, contemplated or, to the knowledge of the Company, threatened,
      whether financial or otherwise) in the business, affairs, operations,
      assets, liabilities (contingent or otherwise) or capital of the Company
      that has not otherwise been disclosed in the Offering Documents, shall
      have been disclosed to the Agent in writing;

	 	 	
       

	 	(m) 	
      the Agent will have received at the Closing Time, in form
      and substance satisfactory to the Agent, acting reasonably, an executed
      copy of the Warrant Indenture;

	 	 	
       

	 	(n) 	
      the Agent will have received from Advanced
      NeuroRehabilitation, LLC and MPJ Healthcare LLC an executed lock-up
      agreement in the form attached as Schedule “D” to this
Agreement;

	 	 	
       

	 	(o) 	
      the Company will deliver such further certificates and
      other documentation as may be contemplated in this Agreement or as the
      Agent or its counsel may reasonably request; and

	 	 	
       

	 	(p) 	
      If the Agent exercises the Agent’s Option, the
      obligations of the Agent in respect of the Agent’s Option Units are
      subject to the conditions as set forth this Section 6.1; provided,
      however, that references to the Closing Date and Closing Time shall be
      read as the Agent’s Option Closing Date and Agent’s Option Closing Time,
      respectively, and all certificates, opinions, documents or instruments
      otherwise required to be delivered to the Agent pursuant to this Section
      6.1 (other than pursuant to Section 6.1(m) and Section 6.1(n)) will be
      delivered to the Agent at the Agent’s Option Closing Time and will be
      dated the Agent’s Option Closing Date.




	6.2 	
      As soon as practicable after the Closing Date, but in any
      event, no later than ten (10) business days after the Company receives all
      required filing information from the Agent (the “Filing Date”), the
      Company shall prepare and file with the SEC a registration statement on
      Form S-1, or such other applicable form (the “Registration
      Statement”), covering the offer and resale of the Unit Shares and the
      Warrant Shares (the “Registrable Securities”). In addition, the
      Company shall use commercially reasonably efforts to cause such
      Registration Statement to be declared effective by the SEC as promptly as
      possible after the filing thereof, but in any event no later than: (x) 30
      days (if the SEC does not review the Registration Statement) or 75 days
      (if the SEC does review the Registration Statement), in each case, from
      the filing date of the Registration Statement, and shall keep the
      Registration Statement continuously effective under the U.S. Securities
      Act until such time as the Registrable Securities have been sold pursuant
      to the Registration Statement or are eligible to be sold pursuant to Rule
      144(b)(1) of the U.S. Securities Act, without being subject to amount, time or manner of sale
limitations under Rule 144 of the U.S. Securities Act. During the period during
which the Company is required to keep the Registration Statement effective (the
“Effectiveness Period”), the Company shall (i) prepare and file with the
SEC such amendments, including post-effective amendments, to the Registration
Statement and the prospectus used in connection therewith as may be necessary to
keep the Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period, (ii) cause the related
prospectus to be amended or supplemented by any required prospectus supplement,
and as so supplemented or amended to be filed pursuant to Rule 424 of the U.S.
Securities Act; and (iii) respond to any comments received from the SEC with
respect to the Registration Statement or any amendment thereto.







- 30 - 

	6.3 	
      To the extent permitted by law, the Company shall, and it
      hereby agrees to, indemnify and hold harmless each holder, and each person
      who participates as a placement or sales agent or as an underwriter in any
      offering or sale of the Registrable Securities, against any losses,
      claims, damages or liabilities to which the holder or such agent or
      underwriter may become subject, insofar as such losses, claims, damages or
      liabilities (or actions or proceedings in respect thereof) (collectively,
      “Claims”) arise out of or are based upon an untrue statement or
      alleged untrue statement of a material fact contained in any Registration
      Statement, or any preliminary or final prospectus contained therein, or
      any amendment or supplement thereto, or any document incorporated by
      reference therein, or arise out of or are based upon any omission or
      alleged omission to state therein a material fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading, and the Company
      shall, and it hereby agrees to, promptly reimburse each holder or any such
      agent or underwriter for any legal or other out-of-pocket expenses
      reasonably incurred by them in connection with investigating or defending
      any such Claims; provided, however, that the Company shall
      not be liable to any such person in any such case to the extent that any
      such Claims arise out of or are based upon an untrue statement or alleged
      untrue statement or omission or alleged omission made in such Registration
      Statement, or preliminary or final prospectus, or amendment or supplement
      thereto, in reliance upon and in conformity with written information
      furnished to the Company by the holders or any agent, underwriter or
      representative of the holders, or by the holders’ failure to furnish the
      Company, upon request, with the information with respect to the holders,
      or any agent, underwriter or representative of the holders, or the
      holders’ intended method of distribution, that is the subject of the
      untrue statement or omission. If the indemnification provided for in this
      Section 6.2 is held by a court of competent jurisdiction to be unavailable
      under applicable law in respect of any losses, then the Company shall
      contribute to the amount paid or payable by the holder as a result of the
      losses in the proportion as is appropriate to reflect the relative fault
      of the Company in connection with the statements or omissions which
      resulted in losses, as well as any other equitable considerations
      including the relative benefits to the Company.

	 	
       

	7. 	
      Closing

	 	
       

	7.1 	
      The closing of the purchase and sale of the Units and/or
      Agent’s Option Warrants, as applicable, will be completed at the Closing
      Time, in the case of the Base Units, or at the Agent’s Option Closing
      Time, in the case of the Agent’s Option Units and/or Agent’s Option
      Warrants at the offices of Blake, Cassels & Graydon LLP and/or by
      electronic exchange of documents or such other place, date or time as may
      be mutually agreed to between the Company and the Agent, but for greater
      certainty, the Closing Time will occur in conjunction with the trading
      date as outlined in the Exchange bulletin.







- 31 - 

	7.2 	
      At the Closing Time, or the Agent’s Option Closing Time,
      as the case may be, the Company shall deliver to the Agent the (i) Unit
      Shares and Warrants, (ii) the Compensation Option Certificates, and (iii)
      the documents set out in Section 6.1, against payment to Blake, Cassels
      & Graydon LLP of the aggregate proceeds of the Offering, net of the
      Agent’s Fee and Agent’s expenses incurred up to the Closing Date, or the
      Agent’s Option Closing Date, as the case may be, for which the Company is
      responsible pursuant to Section 9.1 hereto. Any Agent’s Fee and Agent’s
      expenses for which the Company is responsible pursuant to Section 9.1
      hereto, and not paid at the Closing Time or Agent’s Option Closing Time,
      as the case may be, shall be paid by the Company forthwith upon invoices
      being provided therefor.

	 	
       

	7.3 	
      The Agent may exercise the Agent’s Option, in whole or in
      part, at any time up to 5:00 p.m. (Toronto time) on the date which is
      thirty (30) days from the Closing Date, by delivery of a written notice
      (an “Agent’s Option Notice”) to the Company specifying the number
      of Agent’s Option Units and/or Agent’s Option Warrants in respect of which
      the Agent’s Option is being exercised and the date for delivery of the
      Agent’s Option Units and/or Agent’s Option Warrants (the “Agent’s
      Option Closing Date”); provided, however, that the Agent’s Option
      Closing Date shall not be earlier than the later of (i) the Closing Date
      or (ii) three Business Days after the date on which the Agent’s Option
      Notice is delivered to the Company, and shall not be later than thirty
      (30) days from the Closing Date.

	 	
       

	7.4 	
      Base Unit Shares, Base Warrants and Base Warrant Shares,
      if sold pursuant to Regulation D under the U.S. Securities Act,
      shall be issued in definitive form and registered in the name of the
      purchasers thereof or their nominees, and for greater certainty, no such
      Base Unit Shares, Base Warrants or Base Warrant Shares shall be registered
      in the name of CDS Clearing and Depositary Services
Inc.



Termination of Purchase Obligation 

	7.5 	
      Without limiting any of the other provisions of this
      Agreement, the Agent will be entitled, at its sole discretion, to
      terminate and cancel, without any liability on its part, its obligations
      (and those of any Purchasers arranged by it) under this Agreement by
      giving written notice to the Company at any time through to the Closing
      Time if:




	 	(a) 	
      material change - there shall be any material adverse
      change in the affairs of the Company or its Subsidiaries, taken as a
      whole, or there should be discovered any previously undisclosed material
      adverse fact which, in the reasonable opinion of the Agent, has or would
      be expected to have a material adverse effect on the market price or value
      of the Units or other securities of the Company (including the Common
      Shares);

	 	 	 
	 	(b) 	
      due diligence out - the due diligence investigations
      performed by the Agent and/or their representatives reveals any material
      information or material fact not generally known to the public which would
      be expected to, in the reasonable opinion of the Agent, adversely affect
      the market price of the securities of the Company or marketability of the
      Offering;

	 	 	 
	 	(c) 	
      disaster out - there should develop, occur or come into
      effect or existence any event, action, state, accident, condition, or
      major financial occurrence of national or international consequence or any
      new or change in any law or regulation which in the reasonable opinion of
      the Agent, seriously adversely affects, or will seriously adversely
      affect, the financial markets or the business, operations or affairs of
      the Company and its Subsidiaries on a consolidated basis or the market price or
value of the Common Shares (including the Units) ; 







- 32 - 

	 	(d) 	
      market out - the state of the financial markets in Canada
      or elsewhere is such that, in the reasonable opinion of the Agent, the
      Units cannot be marketed profitably;

	 	 	
       

	 	(e) 	
      regulatory out - any inquiry, action, suit, proceeding or
      investigation (whether formal or informal) is commenced, announced or
      threatened in relation to the Company, its Subsidiaries or any one of
      their officers or directors or principal shareholders or any order is made
      by any federal, provincial, state, municipal or other governmental
      department, commission, board, bureau, agency or instrumentality
      including, without limitation, the Exchange or any securities regulatory
      authority, or any law or regulation is enacted or changed which in the
      reasonable opinion of the Agent, operates to prevent, cease or restrict
      the trading of the securities of the Company (including the Units), or has
      or adversely affects or will adversely affect the market price or value of
      the securities of the Company (including the Units); or

	 	 	
       

	 	(f) 	
      breach of this Agreement – the Agent determines, acting
      reasonably, that the Company is in breach of any material term, condition
      or covenant of this Agreement or any material representation or warranty
      given by the Company in this Agreement is or becomes false and such breach
      or false representation or warranty remains uncured by the Closing
      Time.



The occurrence or non-occurrence of any
of the foregoing events or circumstances is to be determined in the discretion
of the Agent, acting reasonably. 

The Agent’s rights of termination
contained in this section are in addition to any other rights or remedies it may
have in respect of any default, act or failure to act or non-compliance by the
Company in respect of any of the matters contemplated by this Agreement. 

	7.6 	
      If the obligations of the Agent are terminated under this
      Agreement pursuant to the termination rights provided for in Section 7.5,
      the Company’s liabilities to the Agent shall be limited to the Company’s
      obligations under the indemnity, contribution and expense provisions of
      this Agreement.

	 	 
	7.7 	
      If the Company does not proceed with the Offering for any
      reason(s) solely within the scope of its control, and within 12 months of
      the date hereof the Company enters into a binding agreement in respect of
      an Alternative Transaction, or a series of related Alternative
      Transactions, the Company agrees to pay to the Agent a cash commission
      (the “Alternative Transaction Commission”) equal to 6.0% of the
      value of such Alternative Transaction. Such Alternative Transaction
      Commission shall be payable immediately following the completion of such
      Alternative Transaction. For greater certainty, an “Alternative
      Transaction” means any equity or debt financing (or a combination
      thereof) or other type of financing by the Company. This Section 7.7 shall
      terminate and no longer be applicable once the Company has issued a press
      release or material change report pursuant to applicable Securities Laws
      in relation to the completion of the pivotal phase III study launched on
      August 11, 2015 (ClinicalTrials.gov ID: NCT02429167) relating to the PoNs
      device for cranial nerve non-invasive neuromodulation training in subjects
      with a chronic balance deficit.







- 33 - 

	8. 	
      Indemnity

	 	
       

	8.1 	
      The Company shall indemnify and save harmless the Agent,
      its affiliates and their respective directors, officers, employees,
      partners, agents and advisors (collectively, the “Indemnified
      Parties” and individually, an “Indemnified Party”) from and
      against any and all losses (except loss of profit), claims, actions,
      suits, proceedings, damages, liabilities or expenses of whatsoever nature
      or kind, including the aggregate amount paid in reasonable settlement of
      any actions, suits, proceedings, investigations or claims and the
      reasonable fees, expenses, disbursements and taxes of their counsel in
      connection with any action, suit, proceeding, investigation or claim that
      may be made or threatened against any Indemnified Party or in enforcing
      this indemnity (collectively, the “Claims”) to which an Indemnified
      Party may become subject or otherwise involved in any capacity insofar as
      the Claims relate to, are caused by, result from, arise out of or are
      based upon, directly or indirectly, the performance of professional
      services rendered to the Company by an Indemnified Party hereunder or
      otherwise in connection with the matters referred to in this Agreement
      (including, for certainty, any Claim relating to the Offering), but
      excluding any Claims arising from the Indemnified Party’s breach of this
      Agreement, or the negligence, wilful misconduct, fraud or dishonesty of
      such Indemnified Party), whether performed before or after the Company’s
      execution of this Agreement and to immediately reimburse each Indemnified
      Party forthwith, upon demand, for any legal or other expenses reasonably
      incurred by such Indemnified Party in connection with any
  Claim.



The Company agrees that no Indemnified
Party shall have any liability (either direct or indirect, in contract or tort
or otherwise) to the Company or any person asserting claims on the Company’s
behalf or in right for or in connection with the performance of professional
services rendered to the Company by an Indemnified Party hereunder or otherwise
in connection with the matters referred to in this Agreement, whether performed
before or after the Company’s execution of the Agreement, except to the extent
that any losses, expenses, Claims, actions, damages or liabilities incurred by
the Company are determined by a court of competent jurisdiction in a final
judgement that has become non-appealable to have resulted from the Indemnified
Party’s breach of this Agreement, or the negligence, wilful misconduct, fraud or
dishonesty of such Indemnified Party. 

In the event and to the extent that a
court of competent jurisdiction in a final judgement that has become
non-appealable determines that an Indemnified Party breached this Agreement, or
was negligent or guilty of wilful misconduct, fraud or dishonesty in connection
with a Claim in respect of which the Company has advanced funds to the
Indemnified Party pursuant to this indemnity, such Indemnified Party shall
immediately reimburse such funds to the Company and thereafter this indemnity
shall not apply to such Indemnified Party in respect of such Claim. 

The Company agrees to waive any right
the Company might have of first requiring the Indemnified Party to proceed
against or enforce any other right, power, remedy or security or claim payment
from any other person before claiming under this indemnity. 

In case any Claim is brought against an
Indemnified Party, or an Indemnified Party has received notice of the
commencement of any investigation in respect of which indemnity may be sought
against the Company, the Indemnified Party will give the Company prompt written
notice of any such Claim or investigation of which the Indemnified Party has
knowledge and the Company may, at its election, undertake the investigation and
defence thereof on behalf of the Indemnified Party, including the prompt
employment of counsel acceptable to the Indemnified Parties affected and the
payment of all expenses. Failure by the Indemnified Party to so notify shall not
relieve the Company of its obligation of
indemnification hereunder unless (and only to the extent that) such failure
results in the forfeiture by the Company of substantive rights or defences, or
materially increases the liability of the Company under this indemnity. 




- 34 - 

No admission of liability and no
settlement, compromise or termination of any Claim or investigation shall be
made without the Company’s consent and the consent of the Indemnified Parties
affected, such consents not to be unreasonably withheld. 

Notwithstanding that the Company may
undertake the investigation and defence of any Claim, an Indemnified Party will
have the right to employ separate counsel with respect to any Claim and
participate in the defence thereof, but the fees and expenses of such counsel
will be at the expense of the Indemnified Party unless: 

	 	(a) 	
      the employment of such counsel has been authorized in
      writing by the Company;

	 	 	 
	 	(b) 	
      the Company has not assumed the defence and employed
      counsel therefor within a reasonable period of time after receiving notice
      of such Claim;

	 	 	 
	 	(c) 	
      the named parties to any such Claim include both the
      Company and the Indemnified Party, and the Indemnified Party shall have
      been advised by counsel there may be a conflict of interest between the
      Company and the Indemnified Party; or

	 	 	 
	 	(d) 	
      there are one or more defences available to the
      Indemnified Party which are different from or in addition to those
      available to the Company, which makes representation by the same counsel
      inappropriate;



provided that the Company shall not be
responsible for the fees or expenses of more than one legal firm in any single
jurisdiction for all of the Indemnified Parties. 

The rights accorded to the Indemnified
Parties hereunder shall be in addition to any rights an Indemnified Party may
have at common law or otherwise. 

If for any reason the foregoing
indemnification is unavailable (other than in accordance with the terms hereof)
to the Indemnified Parties (or any of them) or insufficient to hold them
harmless, then the Company shall contribute to the amount paid or payable by the
Indemnified Parties as a result of such Claim in such proportion as is
appropriate to reflect not only the relative benefits received by the Company on
the one hand and the Indemnified Parties on the other hand, but also the
relative fault of the Company and the Indemnified Parties, as well as any other
equitable considerations which may be relevant. Notwithstanding the forgoing,
the Company will, in any event, contribute to the amount paid or payable by the
Indemnified Parties as a result of such Claim, any excess of such amount over
the amount of the fees actually received by the Indemnified Parties hereunder.


The Company hereby acknowledges the
Agent as trustee for each of the other Indemnified Parties of the Company’s
covenants under this indemnity with respect to such persons and the Agent agrees
to accept such trust and to hold and enforce such covenants on behalf of such
persons. 

The Company agrees to immediately
reimburse the Agent monthly for the time spent by an Indemnified Party in
connection with any Claim at their reasonable per diem rates. The Company also agrees that if any Claim shall be brought against, or an
investigation has been commenced in respect of the Company or the Company and
the Indemnified Parties shall be required to testify, participate or respond in
respect of or in connection with the performance of professional services
rendered to the Company by an Indemnified Party hereunder or otherwise in
connection with the matters referred to in this Agreement, the Agent shall have
the right to employ its own counsel in connection therewith and the Company will
immediately reimburse the Agent monthly for the time spent by an Indemnified
Party in connection therewith at their reasonable per diem rates together with
such reasonable fees and disbursements and reasonable out-of-pocket expenses as
may be incurred, including reasonable fees and disbursements of the Agent’s
counsel. 




- 35 - 

	9. 	
      Expenses

	 	
       

	9.1 	
      Whether or not the Offering is completed, the Company
      agrees to pay (i) the reasonable out-of- pocket documented expenses in
      connection with the Offering incurred by the Agent, including, but not
      limited to due diligence expenses, meals, hotels, economy class airfare,
      ancillary out-of- pocket expenses up to a maximum of CAD$20,000; and (ii)
      the reasonable out-of-pocket fees and disbursements of one (1) legal
      counsel to the Agent in Canada (up to a maximum of CAD$120,000, including
      all applicable taxes thereon) and one (1) legal counsel to the Agent in
      the United States (up to a maximum US$15,000, including all applicable
      taxes thereon). Any out of pocket expenses in excess of CAD$25,000 shall
      require the prior written approval of the Company, such approval not to be
      unreasonably withheld, delayed or conditioned.

	 	
       

	10. 	
      Right of First Refusal

	 	
       

	10.1 	
      If during the 18 month period following the Closing Date,
      the Company wishes to conduct an offering of equity or quasi-equity
      securities in Canada, the Agent is hereby granted a right of first refusal
      to act as lead manager or lead underwriter (and, if such financing is
      conducted primarily in Canada, as sole book runner) for any such offering,
      provided, that such services shall be provided by the Agent on terms no
      less favorable to the Company than the terms provided herein.

	 	
       

	11. 	
      Survival of Warranties, Representations, Covenants and
      Agreements

	 	
       

	11.1 	
      All warranties, representations, covenants and agreements
      of the Company and the Agent herein contained or contained in documents
      delivered or required to be delivered pursuant to this Agreement shall
      survive the sale by the Company of the Units and shall continue in full
      force and effect for the benefit of the Agent and the Company regardless
      of the Closing and regardless of any investigation which may be carried on
      by the Agent or the Company or on their behalf until the Survival
      Limitation Date. Provided however that the provisions contained in this
      Agreement in any way related to the indemnification of the Agent by the
      Company or the contribution obligations of the Agent or those of the
      Company shall survive and continue in full force and effect for the
      benefit of the Agent regardless of the Closing and regardless of any
      investigation which may be carried on by the Agent or on their behalf
      without regard to the Survival Limitation Date.

	 	
       

	12. 	
      Market Stabilization

	 	
       

	12.1 	
      In compliance with Applicable Securities Laws and in
      connection with the Offering, the Agent may effect transactions that
      maintain the market price of the Common Shares at levels other
  than those that might otherwise prevail in the open market. Such
transactions, if commenced, may be discontinued at any time. 







- 36 - 

	13. 	
      General Contract Provisions

	 	
       

	13.1 	
      Any notice or other communication to be given hereunder
      shall be in writing and shall be given by delivery or by facsimile or
      email, as applicable, as follows:



if to the Company: 

	 	Helius Medical Technologies, Inc. 
	 	41 University Drive, Suite 400 
	 	Newtown, PA 18940 
	 	Attention: 	Joyce LaViscount, Chief Financial Officer and
      Chief Operating Officer 
	 	Fax No.: 	778 329-9361 
	 	Email: 	jlaviscount@heliusmedical.com
  


with a copy to: 

	 	Blakes, Cassels & Graydon LLP 
	 	  	  
	 	Attention: 	Michelle Audet 
	 	Fax No.: 	604-631-3309 
	 	Email: 	Michelle.Audet@blakes.com 


and: 

	 	Proskauer Rose LLP 
	 	  	  
	 	Attention: 	Ori Solomon 
	 	Fax No.: 	617-526-9899 
	 	Email: 	Osolomon@proskauer.com 


or if to the Agent:

	 	Mackie Research Capital Corporation 
	 	  	  
	 	Attention: 	Michael Berry, Managing Director Investment
      Banking 
	 	Fax No.: 	n/a 
	 	Email: 	mberry@mackieresearch.com 


with a copy to:

with a copy to (not to constitute
notice to the Agent):

	 	Dentons Canada LLP 
	 	  	  
	 	Attention: 	Andrew Elbaz 
	 	Fax No.:: 	416-863-4592 
	 	Email: 	andrew.elbaz@dentons.com







- 37 - 

and if so given, shall be deemed to have been given and
received upon receipt by the addressee or a responsible officer of the addressee
if delivered, or four hours after being faxed and receipt confirmed or emailed
during normal business hours, as the case may be. Any party may, at any time,
give notice in writing to the others in the manner provided for above of any
change of address or facsimile number or email. 

	13.2 	
      This Agreement and the other documents herein referred to
      constitute the entire Agreement between the Agent and the Company relating
      to the subject matter hereof and supersedes all prior Agreements between
      the Agent and the Company with respect to their respective rights and
      obligations in respect of the Offering, including the engagement letter
      between the Agent and the Company dated November 26, 2015.

	 	
       

	13.3 	
      The invalidity or unenforceability of any particular
      provision of this Agreement shall not affect or limit the validity or
      enforceability of the remaining provisions of this Agreement.

	 	
       

	13.4 	
      The terms and provisions of this Agreement shall be
      binding upon and enure to the benefit of the Company and the Agent and
      their respective executors, heirs, successors and permitted assigns;
      provided that, except as provided herein, this Agreement shall not be
      assignable by any party without the written consent of the
  others.

	 	
       

	13.5 	
      Each of the parties hereto shall do or cause to be done
      all such acts and things and shall execute or cause to be executed all
      such documents, agreements and other instruments as may reasonably be
      necessary or desirable for the purpose of carrying out the provisions and
      intent of this Agreement.

	 	
       

	13.6 	
      Time shall be of the essence for all provisions of this
      Agreement.

	 	
       

	13.7 	
      This Agreement may be executed by electronic means and in
      one or more counterparts which, together, shall constitute an original
      copy hereof as of the date first noted above.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 




- 38 - 

If this Agreement accurately reflects the terms of the
transaction which we are to enter into and if such terms are agreed to by the
Company, please communicate your acceptance by executing where indicated below.


	Yours very truly, 
	  
	MACKIE RESEARCH CAPITAL CORPORATION 
	  
	  
	  
	Per: (signed) “Michael Berry” 
	             Name:
      Michael Berry 
	             Title:
      Managing Director, Capital Markets 


The foregoing accurately reflects the terms of the transaction
which we are to enter into and such terms are agreed to with effect as of the
date provided at the top of the first page of this Agreement. 


	HELIUS MEDICAL TECHNOLOGIES, INC. 
	  
	  
	  
	Per: (signed)
      “Joyce LaViscount” 
	         Name: Joyce LaViscount
  
	         Title: Chief Financial
  Officer and Chief Operating Officer 







Execution Version 

SCHEDULE “A” 

OPINION OF THE COMPANY’S LEGAL COUNSEL 

As used in this Schedule “A”, capitalized terms used herein and
not defined herein shall have the meanings ascribed thereto in the Agency
Agreement to which this Schedule is annexed. 

The opinion Holland & Hart LLP counsel shall be in respect
of the following matters: 

	1. 	
      as to the incorporation and subsistence of the Company
      and the Subsidiaries under the laws of their respective jurisdiction and
      as to the Company and the Subsidiaries having all requisite corporate
      power and authority to carry on their respective businesses as now
      conducted and to own, lease and operate their properties and
  assets;

	 	
       

	2. 	
      as to the authorized and issued and outstanding capital
      of the Company;

	 	
       

	3. 	
      as to the authorized and issued and outstanding capital
      of NeuroHabilitation Corporation and the holder of the issued and
      outstanding shares thereof;

	 	
       

	4. 	
      the Company has all necessary corporate power and
      authority to execute and deliver this Agreement, the Subscription
      Agreement, the Warrant Indenture and the Compensation Option Certificates
      and to perform its obligations hereunder and thereunder and to issue and
      sell the Offered Securities and issue the Compensation
  Securities;

	 	
       

	5. 	
      all necessary corporate action has been taken by the
      Company to authorize the execution and delivery of this Agreement, the
      Subscription Agreement, the Warrant Indenture and the Compensation Option
      Certificates and the filing and certification of the Prospectus and the
      performance of its obligations hereunder and thereunder and this
      Agreement, the Warrant Indenture and the Compensation Option Certificates
      have been duly executed and delivered by the Company and constitute legal,
      valid and binding obligation of the Company enforceable against it in
      accordance with their respective terms;

	 	
       

	6. 	
      the execution and delivery of this Agreement, the
      Subscription Agreement, the Warrant Indenture and the Compensation Option
      Certificates and the fulfilment of the terms hereof and thereof by the
      Company and the issuance and delivery of the Offered Securities and the
      issue of the Compensation Securities do not and will not (a) conflict
      with, result in a breach of or constitute a default (or an event which
      with notice or lapse of time or both would become a default) under, or
      result in or permit the termination or modification of, a Material
      Agreement that would result in a Material Adverse Effect, (b) conflict
      with or result in any breach or violation of or constitute a default under
      any order, writ, judgment or decree known to us to which the Company is a
      party or is subject that would result in a Material Adverse Effect, or (c)
      to our knowledge, result in the creation or imposition of any lien, claim
      or encumbrance on any of the assets or properties of the Company that
      would result in a Material Adverse Effect.

	 	
       

	7. 	
      all necessary corporate action has been taken by the
      Company to authorize the execution and delivery of each of the Preliminary
      Prospectus and the Final Prospectus (and any Supplementary Material, if
      applicable) and the filing thereof with the Securities
  Commissions;

	 	
       

	8. 	
      the Unit Shares have been validly issued as fully paid
      and non-assessable Common Shares;







- 40 - 

	9. 	
      the Warrants have been duly and validly created and
      issued and such Warrants will be legally valid and binding obligations of
      the Company, enforceable against the Company in accordance with their
      terms and the Warrant Shares have been reserved and authorized and
      allotted for issuance and upon the payment therefor and the issue thereof
      upon exercise of the Warrants, the Warrant Shares will have been validly
      issued as fully paid and non-assessable Common Shares

	 	
       

	10. 	
      the Compensation Option Warrants have been duly and
      validly created and issued and such Compensation Option Warrants will be
      legally valid and binding obligations of the Company, enforceable against
      the Company in accordance with their terms and the Compensation Option
      Warrant Shares have been reserved, authorized and allotted for issuance,
      and upon the due and proper exercise of the Compensation Option Warrants
      in accordance with the terms of the Compensation Option Certificates,
      including payment therefor, the Compensation Option Warrant Shares will
      have been validly issued as fully paid and non- assessable Common
      Shares;

	 	
       

	11. 	
      Computershare Investor Services Inc. has been duly
      appointed as transfer agent and registrar for the Common Shares of the
      Company; and

	 	
       

	12. 	
      Computershare Trust Company of Canada has been duly
      appointed as the warrant agent for the Warrants.



The opinion of Blake, Cassels & Graydon LLP counsel shall
be in respect of the following matters: 

	1. 	
      as to the authorized and issued and outstanding capital
      of Helius Medical Technologies (Canada), Inc. and the holder of the issued
      and outstanding shares thereof;

	 	
       

	2. 	
      the Company is a “reporting issuer”, or its equivalent,
      in each of the Qualifying Provinces and it is not listed as in default of
      any requirement of the Applicable Securities Laws in any of the Qualifying
      Provinces;

	 	
       

	3. 	
      all necessary documents have been filed, all requisite
      proceedings have been taken and all approvals, permits and consents of the
      appropriate regulatory authority in each of the Qualifying Provinces have
      been obtained by the Company to qualify the distribution to the public of
      the Offered Securities in each of the Qualifying Provinces, through
      persons who are registered under Applicable Securities Laws in Canada and
      who have complied with the relevant provisions of such applicable
      legislation and to qualify the issue of the Compensation Option Warrants
      to the Agent (or as directed by the Agent in accordance with the terms of
      this Agreement);

	 	
       

	4. 	
      the issuance by the Company of the Warrant Shares and the
      Compensation Option Warrant Shares upon due exercise of the Warrants and
      the Compensation Option Warrants, respectively, is exempt from, or is not
      subject to, the prospectus and registration requirements of the Applicable
      Securities Laws and no prospectus or other documents are required to be
      filed, proceedings taken, or approvals, permits, consents or
      authorizations obtained under Applicable Securities Laws in connection
      therewith;

	 	
       

	5. 	
      the first trade in, or resale of the Warrant Shares and
      the Compensation Option Warrant Shares is exempt from, or is not subject
      to, the prospectus requirements of the Applicable Securities Laws and no
      prospectus or other documents are required to be filed, proceedings taken,
      or approvals, permits, consents or authorizations obtained under
      Applicable Securities Laws in connection therewith, provided that the
      trade is not a “control distribution” (as defined in
  National Instrument 45-102 – Resale of Securities) and the Company is a
reporting issuer at the time of the trade; 







- 41 - 

	6. 	
      subject only to the standard listing conditions set out
      in the conditional approval letter from the Exchange, the Unit Shares,
      Warrant Shares, the Compensation Option Shares and the Compensation Option
      Warrant Shares have been conditionally listed on the Exchange;
  and

	 	
       

	7. 	
      the statements set forth in the Final Prospectus under
      the headings (for certainty, including all subheadings under such
      headings) “Eligibility For Investment” and “Canadian Federal Income Tax
      Considerations” insofar as they purport to describe the provisions of the
      laws referred to therein, are fair and adequate summaries of the matters
      discussed therein, subject to the qualifications, assumptions and
      limitations set out under such headings.







Execution Version 

SCHEDULE “B” 

SUBSIDIARIES 

Reference is made to Exhibit 21.1 on the Company’s Annual
Report on Form 10-K for the year ended March 31, 2015.




Execution Version 

SCHEDULE “C” 

INTELLECTUAL PROPERTY 

Reference is made to the Prospectus, the Offering Documents,
the Documents Incorporated by Reference and the Company’s Information Record.





Execution Version 

SCHEDULE “D” 

LOCK-UP AGREEMENT 




- 45 - 

SCHEDULE “E” 

COMPLIANCE WITH UNITED STATES SECURITIES LAWS 

As used in this Schedule “E”, capitalized terms used herein and
not defined herein shall have the meanings ascribed thereto in the agency
agreement between Helius Technologies, Inc. (the “Company”) and Mackie
Research Capital Corporation, dated as of March 23, 2016 (the “Agency
Agreement”), to which this Schedule “E” is annexed and the following terms
shall have the meanings indicated (other defined terms shall have the meanings
indicated in the Agency Agreement): 

“Directed Selling Efforts” means “directed selling
efforts” as that term is defined in Rule 902(c) of Regulation S. Without
limiting the foregoing, but for greater clarity in this Schedule “E”, it means,
subject to the exclusions from the definition of directed selling efforts
contained in Regulation S, any activity undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in
the United States for any of the Securities and includes the placement of any
advertisement in a publication with a general circulation in the United States
that refers to the offering of the Securities; 

“General Solicitation” or “General Advertising”
means “general solicitation” or “general advertising”, as those terms are used
under Rule 502(c) of Regulation D. Without limiting the foregoing, but for
greater clarity, general solicitation or general advertising includes, but is
not limited to, any advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media, or on the internet, or
broadcast over radio, television or the internet, or any seminar or meeting
whose attendees had been invited by general solicitation or general advertising;


“Offshore Transaction” means an “offshore transaction”
as that term is defined in Rule 902(h) of Regulation S; 

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

“Securities” means the Base Units, Base Unit Shares,
Base Warrants and Base Warrant Shares;

“U.S. Exchange Act” means the United States
Securities Exchange Act of 1934, as amended, including the rules and
regulations adopted by the SEC thereunder. 

Representations, Warranties and Covenants of the Agent


The Agent acknowledge that the Securities have not been and
will not be registered under the U.S. Securities Act or the securities
laws of any state of the United States, and the Securities may not be offered or
sold within the United States or to, or for the account or benefit of, U.S.
Persons, except in accordance with an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable state securities
laws. 

The Agent on behalf of itself and its U.S. Affiliate,
represents, warrants, covenants and agrees to and with the Company severally,
but not jointly, that: 

	1. 	
      It has not offered or sold, and will not offer or sell,
      at any time any of the Securities except (a) in Offshore Transactions to
      persons who are not acting for the account or benefit of a U.S. Person in
      compliance with Rule 903 of Regulation S, including that each purchaser of
      the Securities who is not a U.S. Person has completed and signed the
      Canadian Purchaser Questionnaire, substantially in the form attached hereto as Schedule “F”, or
(b) in the case of the Agent and its U.S. Affiliate, to or for the account or
benefit of, U.S. Persons or persons in the United States pursuant to an
applicable exemption from the registration requirements of the U.S. Securities
Act as provided herein. Accordingly, none of the Agent, its affiliates
(including the U.S. Affiliate) or any person acting on any of their behalf, has
made or will make (except as permitted herein): (i) any offer to sell, or any
solicitation of an offer to buy, any of the Securities to, or for the account or
benefit of, any U.S. Person or person in the United States, (ii) any sale of the
Securities to any Purchaser unless, at the time the buy order was or will have
been originated, the Purchaser was not a U.S. Person and was outside the United
States and not acting for the account or benefit of a U.S. Person, or the Agent,
its affiliates (including the U.S. Affiliate) or any person acting on any of
their behalf, reasonably believed that such Purchaser was not a U.S. Person and
was outside the United States and not acting for the account or benefit of a
U.S. Person, or (iii) any Directed Selling Efforts. 







- 46 - 

	2. 	
      It has not made and will not make any offers or sales of
      the Securities in the United States or to, of or the account or benefit
      of, U.S. Persons in connection with the Offering, except as permitted
      herein and pursuant to an applicable exemption from the registration
      requirements of the U.S. Securities Act.

	 	
       

	3. 	
      It has not entered and will not enter into any
      contractual arrangement with respect to the offer and sale of the
      Securities except with the U.S. Affiliate, any Selling Group members or
      with the prior written consent of the Company. The Agent shall require the
      U.S. Affiliate to agree, and each Selling Group member to agree, for the
      benefit of the Company, to comply with, and shall use its commercially
      reasonable efforts to ensure that the U.S. Affiliate and each Selling
      Group member complies with, the same provisions of this Schedule “E” as
      apply to the Agent as if such provisions applied to the U.S. Affiliate and
      such Selling Group member.

	 	
       

	4. 	
      The Agent represents and warrants that all offers and
      sales of the Securities that have been or will be made by it in the United
      States or to, or for the account or benefit of U.S. Persons, have been or
      will be made through the U.S. Affiliate in compliance with all applicable
      U.S. federal and state broker-dealer requirements. The U.S. Affiliate is
      duly registered as a broker-dealer pursuant to Section 15(b) of the
      U.S. Exchange Act and under the securities laws of each state in
      which such offers and sales were or will be made (unless exempted from the
      respective state’s broker- dealer registration requirements), and a member
      in good standing with the Financial Industry Regulatory Authority,
    Inc.

	 	
       

	5. 	
      None of it, its affiliates (including the U.S.
      Affiliate), or any person acting on any of their behalf has utilized, and
      none of such persons will utilize, any form of General Solicitation or
      General Advertising in connection with the offer and sale of the
      Securities in the United States or to, or for the account or benefit of,
      U.S. Persons, or has offered or will offer any of the Securities in any
      manner involving a public offering in the United States within the meaning
      of Section 4(a)(2) of the U.S. Securities Act.

	 	
       

	6. 	
      The Agent has and will, through the U.S. Affiliate, only
      offered and will offer the Securities to offerees in the United States and
      to, or for the account or benefit of, U.S. Persons, with respect to which
      it has a pre-existing relationship and has or had reasonable grounds to
      believe and does and did believe that, immediately prior to soliciting any
      such offeree and at the time of the completion of any sale to a U.S.
      Purchaser, each such offeree and each U.S. Purchaser of the Securities is
      a U.S. Accredited Investor, in compliance with Rule 506 of Regulation
      D.







- 47 - 

	7. 	
      All offerees of the Securities in the United States or
      who are acting for the account or benefit of a U. S. Person, solicited by
      it shall be informed that the Securities have not been and will not be
      registered under the U.S. Securities Act or the securities laws of
      any state of the United States and that the Securities are being offered
      and sold to such U.S. Purchasers in reliance on the exemption from the
      registration requirements of the U.S. Securities Act provided by
      Rule 506 of Regulation D thereunder, and similar exemptions under
      applicable state securities laws.

	 	
	8. 	
      No written material will be used in connection with the
      offer or sale of the Securities in the United States or to, or for the
      account or benefit of, U.S. Persons.

	 	
	9. 	
      Prior to completion of any sale of the Securities in the
      United States or to, or for the account or benefit of, U.S. Persons, each
      such purchaser thereof that is a U.S. Accredited Investor purchasing the
      Securities pursuant to Rule 506 of Regulation D will be required to
      provide to the Agent, or the U.S. Affiliate offering and selling the
      Securities in the United States or to, or for the account or benefit of,
      U.S. Persons , an executed U.S. subscription agreement, and shall provide
      the Company with copies of all such completed and executed subscription
      agreements for acceptance by the Company.

	 	
	10. 	
      At least two Business Days prior to the Closing Date, it
      will provide the Company and the transfer Agent with a list of all U.S.
      Purchasers solicited by the Agent.

	 	
	11. 	
      At the Closing, the Agent will, together with the U.S.
      Affiliate, provide a certificate, substantially in the form of Exhibit 1
      to this Schedule “E”, relating to the manner of the offer and sale of the
      Securities in the United States (if any of the Securities are sold in the
      United States).

	 	
	12. 	
      None of it, any of its affiliates (including, the U.S.
      Affiliate) or any person acting on any of their behalf has taken or will
      take, directly or indirectly, any action in violation of Regulation M
      under the U.S. Exchange Act in connection with the offer and sale
      of the Base Units.

	 	
	13. 	
      The Agent represents and warrants that with respect to
      the Securities to be sold in reliance on Rule 506 of Regulation D, none of
      it, the U.S. Affiliate, or any of its or the U.S. Affiliate’s directors,
      executive officers, general partners, managing members or other officers
      participating in the Offering, or any other person associated with the
      Agent who will receive, directly or indirectly, remuneration for
      solicitation of Purchasers of the Base Units pursuant to Rule 506 of
      Regulation D (each, a “Dealer Covered Person” and, together,
      “Dealer Covered Persons”), is subject to any Disqualification Event
      (as defined below) except for a Disqualification Event (i) covered by Rule
      506(d)(2)(i) of Regulation D and (ii) a description of which has been
      furnished in writing to the Company prior to the date hereof or, in the
      case of a Disqualification Event occurring after the date hereof, prior to
      the Closing Date.

	 	
	14. 	
      The Agent represents that it is not aware of any person
      other than a Dealer Covered Person that has been or will be paid (directly
      or indirectly) remuneration for solicitation of Purchasers in connection
      with the sale of any of the Securities pursuant to Rule 506 of Regulation
      D. It will notify the Company, prior to the Closing Date of any agreement
      entered into between it and any such person in connection with such
      sale.

	 	
	15. 	
      The Agent will notify the Company, in writing, prior to
      the Closing Date, of (i) any Disqualification Event relating to any Dealer
      Covered Person not previously disclosed to the Company
in accordance with Section 13, and (ii) any event that would, with
the passage of time, become a Disqualification Event relating to any Dealer
Covered Person. 







- 48 - 

Representations, Warranties and Covenants of the Company


The Company represents, warrants, covenants and agrees that:


	16. 	
      The Company is not, and following the application of the
      proceeds from the sale of the Base Units will not be, registered or
      required to be registered as an “investment company” under the United
      States Investment Company Act of 1940, as amended.

	 	
       

	17. 	
      The offering of the Securities in the United States by
      the Agent is not prohibited pursuant to a court order issued pursuant to
      Section 12(j) of the U.S. Exchange Act and any rules or regulations
      promulgated thereunder.

	 	
       

	18. 	
      Except with respect to sales to U.S. Accredited Investors
      solicited by the Agent in reliance upon the exemption from registration
      available under Rule 506 of Regulation D, none of the Company, its
      affiliates, or any person acting on any of their behalf (other than the
      Agent, the U.S. Affiliate, their respective affiliates or any person
      acting on any of their behalf, in respect of which no representation,
      warranty, covenant or agreement is made), has made or will make: (a) any
      offer to sell, or any solicitation of an offer to buy, any of the
      Securities to a person in the United States or to, or for the account or
      benefit of, a U.S. Person; or (b) any sale of the Securities unless, at
      the time the buy order was or will have been originated, (i) the Purchaser
      is outside the United States and not acting for the account or benefit of
      a U.S. Person or (ii) the Company, its affiliates, and any person acting
      on any of their behalf reasonably believe that the Purchaser is outside
      the United States and not acting for the account or benefit of a U.S.
      Person.

	 	
       

	19. 	
      During the period in which the Securities are offered for
      sale, none of the Company, its affiliates, or any person acting on any of
      their behalf (other than the Agent, the U.S. Affiliate, their respective
      affiliates or any person acting on its or their behalf, in respect of
      which no representation, warranty, covenant or agreement is made) has
      engaged in or will engage in any Directed Selling Efforts or has taken or
      will take any action that would cause the exemption afforded by Rule 506
      of Regulation D or the exclusion from registration afforded by Rule 903 of
      Regulation S to be unavailable for offers and sales of the Securities in
      accordance with the Agency Agreement, including this Schedule
  “E”.

	 	
       

	20. 	
      None of the Company, its affiliates or any person acting
      on any of their behalf (other than the Agent, the U.S. Affiliate, their
      respective affiliates or any person acting on its or their behalf, in
      respect of which no representation, warranty, covenant or agreement is
      made) has offered or will offer to sell, or has solicited or will solicit
      offers to buy, the Securities in the United States by means of any form of
      General Solicitation or General Advertising or has taken or will take any
      action that would constitute a public offering of the Securities in the
      United States within the meaning of Section 4(a)(2) of the U.S.
      Securities Act.

	 	
       

	21. 	
      None of the Company or any of its affiliates or any
      persons acting on any of their behalf (other than the Agent, the U.S.
      Affiliate, their respective affiliates, or any person acting on any of
      their behalf, in respect of which no representation, warranty, covenant or
      agreement is made) has offered or sold, or will offer or sell, (i) any of
      the Securities in the United States or to, or for the account or benefit
      of, U.S. Persons, except for offers and sales made through the Agent and
      the U.S. Affiliate in reliance on the exemption from registration
under the U.S. Securities Act provided by Rule 506 of Regulation D; or
(ii) any of the Securities outside the United States to, or for the account or
benefit of, non-U.S. Persons, except for offers and sale made in Offshore
Transactions in accordance with Rule 903 of Regulation S. 







- 49 - 

	22. 	
      The Company has not offered or sold, for a period of six
      months prior to the commencement of the Offering, and will not offer or
      sell, any securities in a manner that would be integrated with the offer
      and sale of the Securities and would cause the exemption from registration
      provided by Rule 506 of Regulation D or the exclusion from registration
      afforded by Rule 903 of Regulation S to be unavailable for offers and
      sales of Base Units in accordance with the Agency Agreement, including
      this Schedule “E”.

	 	
       

	23. 	
      None of the Company, any of its affiliates or any person
      acting on any of their behalf (other than the Agent, the U.S. Affiliate,
      their respective affiliates, or any person acting on of its or their
      behalf, in respect of which no representation, warranty, covenant or
      agreement is made) has taken or will take, directly or indirectly, any
      action in violation of Regulation M under the U.S. Exchange Act in
      connection with the offer and sale of the Base Units.

	 	
       

	24. 	
      None of the Company or any of its predecessors or
      affiliates has been subject to any order, judgment or decree of any court
      of competent jurisdiction temporarily, preliminarily or permanently
      enjoining such person for failure to comply with Rule 503 of Regulation
      D.

	 	
       

	25. 	
      The Company will complete and file with the SEC a Notice
      on Form D within 15 days after the first sale of the Securities pursuant
      to Rule 506 of Regulation D, and will make such filings with any
      applicable state securities commission as may be required by state
    law.

	 	
       

	26. 	
      With respect to the Securities to be offered and sold in
      reliance on Rule 506 of Regulation D, none of the Company, any of its
      predecessors, any affiliated issuer, any director, executive officer,
      other officer of the Company participating in the Offering, any beneficial
      owner of 20% or more of the Company’s outstanding voting equity
      securities, calculated on the basis of voting power, nor any promoter (as
      that term is defined in Rule 405 under the U.S. Securities Act)
      connected with the Company in any capacity at the time of sale (each, an
      “Issuer Covered Person” and, together, “Issuer Covered
      Persons”) is subject to any of the “Bad Actor” disqualifications
      described in Rule 506(d)(1)(i) to (viii) of Regulation D (a
      “Disqualification Event”), except for a Disqualification Event covered by
      Rule 506(d)(2) or (d)(3) of Regulation D. The Company has exercised
      reasonable care to determine whether any Issuer Covered Person is subject
      to a Disqualification Event, and the Company shall deliver a certificate
      to such effect at the Closing Time. The Company has complied, to the
      extent applicable, with its disclosure obligations under Rule 506(e) of
      Regulation D, and has furnished to the Agent a copy of any disclosures
      provided thereunder.

	 	
       

	27. 	
      The Company is not aware of any person (other than any
      Issuer Covered Person or Dealer Covered Person) that has been or will be
      paid (directly or indirectly) remuneration for solicitation of Purchasers
      in connection with the sale of any of the Securities pursuant to Rule 506
      of Regulation D.

	 	
       

	28. 	
      Prior to the Closing, the Company will notify the Agent,
      in writing, of any Disqualification Event relating to any Issuer Covered
      Person.







Execution Version 

EXHIBIT 1 TO SCHEDULE “E”

AGENT’S CERTIFICATE 

In connection with the private placement in the United States
of Units (the “Base Units”) of Helius Medical Technologies, Inc. (the
“Company”) pursuant to the agency agreement dated as of March 23, 2016
between the Company and the Agent named therein (the “Agency Agreement”),
the undersigned Agent and _________________________, its U.S. broker-dealer
affiliate (the “U.S. Affiliate”), do hereby certify as follows: 

	 	(a) 	
      the Base Units have been offered and sold by us in the
      United States only by the U.S. Affiliate which was on the dates of such
      offers and sales, and is on the date hereof, duly registered as a
      broker-dealer pursuant to Section 15(b) of the United States Securities
      Exchange Act of 1934, as amended, and under the securities laws of
      each state in which such offers and sales were made (unless exempted from
      the respective state’s broker- dealer registration requirements) and was
      and is a member in good standing with the Financial Industry Regulatory
      Authority, Inc.;

	 	 	
       

	 	(b) 	
      immediately prior to transmitting any information or
      making any offers to offerees in the United States, we had reasonable
      grounds to believe and did believe that each such person was a U.S.
      Accredited Investor, and we continue to believe that each U.S. Purchaser
      of Base Units that we have arranged is a U.S. Accredited Investor on the
      date hereof;

	 	 	
       

	 	(c) 	
      all offers and sales of the Base Units by us in the
      United States have been effected in accordance with all applicable U.S.
      federal and state broker-dealer requirements;

	 	 	
       

	 	(d) 	
      no form of “General Solicitation” or “General
      Advertising” was used by us in connection with the offer and sale of the
      Base Units in the United States and to, or for the account or benefit of,
      U.S. Persons;

	 	 	
       

	 	(e) 	
      prior to any sale of Base Units to a U.S. Purchaser, we
      caused such U.S. Purchaser to complete and execute a subscription
      agreement;

	 	 	
       

	 	(f) 	
      neither we, nor our affiliates or any person acting on
      any of our behalf have taken or will take, directly or indirectly, any
      action in violation of Regulation M under the U.S. Exchange Act in
      connection with the offer and sale of the Base Units; and

	 	 	
       

	 	(g) 	
      the offering of the Base Units has been conducted by us
      in accordance with the terms of the Agency Agreement, including Schedule
      “E” attached thereto.



Terms used in this certificate have the meanings given to them
in the Agency Agreement (including Schedule “E” attached thereto) unless
otherwise defined herein. 

DATED this ________ day of _________________, 2016. 

	   [Name] 	   [Name] 
	 	 
	  
      By:__________________________________________________________	  
      By:__________________________________________________________
	 	 






- 51 -