Trillium Therapeutics Inc.: Exhibit 4.10 - Filed by newsfilecorp.com






Exhibit 4.10

AGENCY AGREEMENT

December 13, 2013 

Stem Cell Therapeutics Corp. 
96 Skyway Avenue

Toronto, Ontario M9W4Y9 


	Attention: 	Dr. Niclas Stiernholm, President & CEO
      


Dear Sirs: 

	Re: 	Private Placement of Units and Preferred Units
  


Bloom Burton & Co. Inc. (the “Lead Agent”) and ROTH
Capital Partners, LLC (together with the Lead Agent, the “Agents”)
understand that Stem Cell Therapeutics Corp. (the “Corporation”) proposes
to issue at the Closing Time (as hereinafter defined) units of the Corporation
(“Units”) and series I non-voting convertible first preferred units of
the Corporation (“Preferred Units”, and together with the Units, the
“Offered Units”) at a subscription price of Cdn.$0.21 per Offered Unit
(the “Purchase Price”) for aggregate gross proceeds of between Cdn.$30
million (the “Minimum Offering”) and Cdn.$33 million (the “Maximum
Offering”). 

Each Unit is comprised of one common share of the Corporation (a
“Unit Share”) and three-quarters of one common share purchase warrant
(each whole warrant, a “Warrant”). Each Warrant will entitle the holder
thereof to subscribe for one common share of the Corporation (a “Warrant
Common Share”) at an exercise price of Cdn.$0.28 per Warrant Common Share
(the “Exercise Price”) during the period ending five years after the
Closing Date (as hereinafter defined). 

Each Preferred Unit is comprised of one series I non-voting
convertible first preferred share of the Corporation (a “Preferred Unit
Share”) and three-quarters of one Warrant. Each Preferred Unit Share will be
convertible at the option of the holder into one common share of the Corporation
(a “Preferred Unit Common Share”). 

The Warrants shall be created and issued pursuant to a warrant
indenture (the “Warrant Indenture”) to be dated as of the Closing Date
between Computershare Trust Company of Canada (the “Warrant Agent”) and
the Corporation. 

The Offered Units, together with the underlying Unit Shares and
Preferred Unit Shares, the underlying Warrants, the Warrant Common Shares and
the Preferred Unit Common Shares are collectively referred to as the “Offered
Securities”. 

Subject to the terms and conditions described herein, the
Corporation hereby appoints the Agents as the sole and exclusive agents of the
Corporation to solicit, on a commercially reasonable best-efforts basis, orders
for the Offered Units from Purchasers (as hereinafter defined) resident in the
Offering Jurisdictions (as hereinafter defined) in compliance with all
applicable securities laws. The Agents shall effect the offering of the Offered
Units in a manner which does not require the Corporation to deliver an offering memorandum to Purchasers and
in a manner exempt from the prospectus requirements of the Securities Laws (as
hereinafter defined) of the Offering Jurisdictions. The Agents may, but shall
not be under any obligation to, purchase any of the Offered Units. 




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The terms and conditions of this Agreement are as follows: 

	Section 1. 	Definitions, Interpretation, Appendices and
      Schedules 



	1.1 	
      Definitions: Where used in this Agreement, the
      following terms will have the following meanings, respectively:

	 	 	 
		1.1.1 	
      “1933 Act” means the U.S. Securities Act of 1933,
      as amended;

	 	 	 
		1.1.2 	
      “1934 Act” means the U.S. Securities Exchange Act
      of 1934, as amended;

	 	 	 
		1.1.3 	
      “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 1933 Act, as amended by the Dodd-Frank
      Wall Street Reform and Consumer Protection Act;

	 	 	 
		1.1.4 	
      “affiliate” or “associate” when used to
      indicate a relationship with a person or company, has the same meaning
      ascribed thereto in the Ontario Act as if the word “company” was therein
      changed to “person”;

	 	 	 
		1.1.5 	
      “Agents” has the meaning given to it
  above;

	 	 	 
		1.1.6 	
      “Agents’ Fee” has the meaning given to it in
      Section 8.1;

	 	 	 
		1.1.7 	
      “Agreement” means the agreement resulting from the
      acceptance by the Corporation of the offer made by the Agents by this
      letter, including all appendices and schedules to this letter and all
      amendments to and restatements of this letter;

	 	 	 
		1.1.8 	
      “Ancillary Documents” means the Subscription
      Agreements, the Warrant Indenture and the certificates representing the
      Compensation Options and where applicable, the Offered
  Securities;

	 	 	 
		1.1.9 	
      “Auditor” means Ernst & Young LLP, Chartered
      Accountants, the auditor of the Corporation;

	 	 	 
		1.1.10 	
      “Bad Actor Disqualification” means any
      disqualification set forth in Rule 506(d) of Regulation D;

	 	 	 
		1.1.11 	
      “Business” means the business of stem cell-based
      therapeutics through partnerships with research institutions and
      technology transfer organizations. The Corporation’s objectives include
      the sourcing and acquisition of stem cell-related development
      opportunities, and securing capital for the advancement of
  its licensed or acquired products to be carried on by the
Corporation and its Subsidiaries after the Closing Date; 







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	 	1.1.12 	
      “Business Day” means a day other than a Saturday,
      a Sunday or a day on which chartered banks are not open for business in
      Toronto, Ontario;

	 	 	 
	 	1.1.13 	
      “CDS” means CDS Clearing and Depository Services
      Inc.;

	 	 	 
	 	1.1.14 	
      “Closing” means the completion of the issue and
      sale by the Corporation of the Offered Units on the Closing Date pursuant
      to this Agreement;

	 	 	 
	 	1.1.15 	
      “Closing Date” means December 13, 2013 or such
      other date as the Corporation and the Agents may mutually agree
    upon;

	 	 	 
	 	1.1.16 	
      “Closing Time” means 9:00 a.m. (Toronto time) on
      the Closing Date or such other time on the Closing Date as the Corporation
      and the Agents may mutually agree upon;

	 	 	 
	 	1.1.17 	
      “Code” is defined in Section
  4.4.5;

	 	 	 
	 	1.1.18 	
      “Common Shares” means the common shares in the
      capital of the Corporation;

	 	 	 
	 	1.1.19 	
      “Compensation Option” and “Compensation Option
      Share” have the respective meanings given to them in Section
      8.2;

	 	 	 
	 	1.1.20 	
      “Compensation Option Securities” means
      Compensation Options and Compensation Option Shares,
  collectively;

	 	 	 
	 	1.1.21 	
      “Corporation” has the meaning given to it above,
      and includes any successor corporation thereto;

	 	 	 
	 	1.1.22 	
      “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 Agreement, 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 the Offered Securities
      and includes the placement of any advertisement in a publication “with a
      general circulation in the United States” (as defined in Rule 902(c)(2) of
      Regulation S) that refers to the offering of the Offered
  Securities;

	 	 	 
	 	1.1.23 	
      “Engagement Letter” means the engagement letter
      dated October 16, 2013 relating to the Offering between the Corporation
      and the Lead Agent;

	 	 	 
	 	1.1.24 	
      “Environmental Laws” is defined in Section
      9.1.51;

	 	 	 
	 	1.1.25 	
      “Exempt List” means the list of Purchasers
      described in Schedule C to the Engagement
Letter;







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	 	1.1.26 	
      “Exercise Price” has the meaning given to it
      above;

	 	 	 
	 	1.1.27 	
      “Financial Statements” means, collectively: (a)
      the audited comparative financial statements of the Corporation as at and
      for the years ended December 31, 2012 and 2011, together with the notes
      thereto, the auditor’s report thereon and management’s discussion and
      analysis in relation thereto; (b) the unaudited condensed consolidated
      interim financial statements for the three and nine months ended September
      30, 2013 and 2012, together with the notes thereto and management’s
      discussion and analysis in relation thereto; and (c) the financial
      statements of Trillium Therapeutics Inc. included or referenced in the
      business acquisition report of the Corporation dated June 21,
  2013.

	 	 	 
	 	1.1.28 	
      “Foreign Issuer” means a foreign issuer as that
      term is defined in Rule 902(e) of Regulation S. Without limiting the
      foregoing, but for greater clarity it means any issuer which is (a) the
      government of any foreign country or of any political subdivision of a
      foreign country; or (b) a corporation or other organization incorporated
      under the laws of any foreign country, except an issuer meeting the
      following conditions as of the last business day of its most recently
      completed second fiscal quarter: (1) more than 50 percent of the
      outstanding voting securities of such issuer are directly or indirectly
      owned of record by residents of the United States; and (2) any of the
      following; (i) the majority of the executive officers or directors are
      United States citizens or residents, (ii) more than 50 percent of the
      assets of the issuer are located in the United States, or (iii) the
      business of the issuer is administered principally in the United
      States;

	 	 	 
	 	1.1.29 	
      “General Solicitation” and “General
      Advertising” means “general solicitation” and “general advertising”,
      respectively, as used in Rule 502(c) of Regulation D, including, without
      limitation, advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      television, radio or the Internet, or any seminar or meeting whose
      attendees had been invited by general solicitation or general
      advertising;

	 	 	 
	 	1.1.30 	
      “Information Record” means all information filed
      by the Corporation on the System for Electronic Document Analysis and
      Retrieval, commonly known as SEDAR, during the period commencing January
      1, 2012 to the date of Closing, together with all written information, if
      any, prepared by the Corporation and provided to the Lead Agent in
      connection with the Offering;

	 	 	 
	 	1.1.31 	
      “Intellectual Property” means, collectively, all
      intellectual property rights of whatsoever nature, kind or description,
      including all: (i) trademarks, service marks, trade-mark and service mark
      registrations, trade-mark and service mark applications, rights under
      registered user agreements, trade names and other trade- mark and service
      mark rights, including associated good will; (ii) copyrights and
      applications therefor, including all computer software and rights related
      thereto and any associated waivers of moral rights; (iii) all foreign and
      domestic patents and patent applications (including all provisional,
      divisional, substitution, continuation and continuation in-part
      applications, and all foreign counterparts thereof) and all foreign and domestic patents (including
extensions, reissues, reexaminations, renewals, inventors certificates and
foreign counterparts thereof); (iv) preclinical and clinical data and results,
(v) trade secrets and proprietary and confidential information; (vi) industrial
designs and registrations thereof and applications therefor; (vii) renewals,
modifications, developments and extensions of any of the items listed in clauses
(i) through (vi) above; and (viii) patterns, plans, designs, research data,
other proprietary know-how, processes, drawings, technology, inventions,
formulae, specifications, performance data, quality control information,
unpatented blue prints, flow sheets, equipment and parts lists, instructions,
manuals, records and procedures, and all licenses, agreements and other
contracts and commitments relating to any of the foregoing; 







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	 	1.1.32 	
      “Knowledge of the Corporation” means information
      to the best of the knowledge, after due inquiry, of the following
      individuals: James Parsons and Niclas Stiernholm, in each case in their
      respective capacities as officers and/or directors of the
    Corporation;

	 	 	 
	 	1.1.33 	
      “Lead Agent” has the meaning given to it
    above;

	 	 	 
	 	1.1.34 	
      “lien” means any mortgage, charge, pledge, prior
      claim, security interest, assignment lien (statutory or otherwise),
      charge, title retention agreement or arrangement, restrictive covenant or
      other encumbrance of any nature, including any arrangement or condition
      which, in substance, secures payment or performance of an
    obligation;

	 	 	 
	 	1.1.35 	
      “Material Adverse Effect” or “Material Adverse
      Change” means any effect or change in the affairs of the Corporation,
      its Subsidiaries or the Business, taken as a whole, that is or is
      reasonably likely to be materially adverse to the results of operations,
      financial condition, assets, properties, capital, liabilities (contingent
      or otherwise), obligations, cash flow, income, affairs, business
      operations or prospects of the Corporation and its Subsidiaries or the
      Business, taken as a whole and as a going concern, or that is materially
      adverse to the completion of the transactions contemplated by this
      Agreement, taken as a whole;

	 	 	 
	 	1.1.36 	
      “Material IP” is defined in Section
      9.1.52;

	 	 	 
	 	1.1.37 	
      “Maximum Offering” ” has the meaning given to it
      above;

	 	 	 
	 	1.1.38 	
      “Minimum Offering” ” has the meaning given to it
      above;

	 	 	 
	 	1.1.39 	
      “Offered Securities” has the meaning given to it
      above;

	 	 	 
	 	1.1.40 	
      “Offered Units” has the meaning given to it
      above;

	 	 	 
	 	1.1.41 	
      “Offering” means the offering of the Offered
      Securities on a “private placement” basis and pursuant to the terms of
      this Agreement;







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	 	1.1.42 	
      “Offering Jurisdictions” means the Provinces of
      Ontario and Alberta and the United States;

	 	 	 
	 	1.1.43 	
      “Offshore Transaction” means an “offshore
      transaction” as that term is defined in Rule 902(h) of Regulation
  S;

	 	 	 
	 	1.1.44 	
      “Ontario Act” means the Securities Act
      (Ontario) and the regulations thereunder, together with the
      instruments, policies, rules, orders, codes, notices and interpretation
      notes of the Ontario Securities Commission, as amended, supplemented or
      replaced from time to time;

	 	 	 
	 	1.1.45 	
      “Non-U.S. Subscription Agreement” means the form
      of subscription agreement for persons offered or purchasing Offered Units
      outside of the United States;

	 	 	 
	 	1.1.46 	
      “person” means any individual, partnership,
      limited partnership, limited liability company, joint venture, syndicate,
      sole proprietorship, company or corporation with or without share capital,
      unincorporated association, trust, trustee, executor, administrator or
      other legal personal representative, regulatory body or agency, government
      or governmental agency, authority or any other entity however designated
      or constituted;

	 	 	 
	 	1.1.47 	
      “Preferred Shares” means the series I non-voting
      convertible first preferred shares in the capital of the
    Corporation;

	 	 	 
	 	1.1.48 	
      “Preferred Units” has the meaning given to it
      above;

	 	 	 
	 	1.1.49 	
      “Preferred Unit Common Share” has the meaning
      given to it above;

	 	 	 
	 	1.1.50 	
      “Preferred Unit Share” has the meaning given to it
      above;

	 	 	 
	 	1.1.51 	
      “Purchase Price” has the meaning given to it
      above;

	 	 	 
	 	1.1.52 	
      “Purchasers” means the purchasers of the Offered
      Units, collectively;

	 	 	 
	 	1.1.53 	
      “QEF Election” is defined in Section
      4.4.5;

	 	 	 
	 	1.1.54 	
      “Regulation D” means Regulation D under the 1933
      Act;

	 	 	 
	 	1.1.55 	
      “Regulation D Securities” is defined in Section
      4.3.4;

	 	 	 
	 	1.1.56 	
      “Regulation S” means Regulation S under the 1933
      Act;

	 	 	 
	 	1.1.57 	
      “Related Person” means (i) with respect to the
      Corporation, any predecessor of the Corporation, any affiliated issuer,
      any director, executive officer, other officer of the Corporation
      participating in the offering of the Offered Units, any general partner or
      managing member of the Corporation, any beneficial owner of 20% or more of
      the Corporation’s outstanding voting equity securities, calculated on the
      basis of voting power, any “promoter” (as defined in Rule 405 under the
      1933 Act) connected with the Corporation in any capacity, and (ii)
with respect to an Agent and any member of the Selling Dealer Group, any person
associated with that Agent or any member of the Selling Dealer Group, as
applicable, that has been or will be paid (directly or indirectly) remuneration
for solicitation of Purchasers in connection with the sale of the Offered Units;
any general partner or managing member of any such solicitor; or any director,
executive officer or other officer participating in the offering of the Offered
Units of any such solicitor or general partner or managing member of such
solicitor; 







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	 	1.1.58 	
      “Reporting Jurisdictions” means the Provinces of
      British Columbia, Alberta, Manitoba, Ontario and Nova Scotia,
      collectively;

	 	 	 
	 	1.1.59 	
      “Rights Plan” means the rights agreement dated as
      of September 16, 2013 between the Corporation and Computershare Trust
      Company of Canada, as such agreement may be amended, restated,
      supplemented and/or replaced from time to time;

	 	 	 
	 	1.1.60 	
      “Rule 144A” means Rule 144A under the 1933
    Act;

	 	 	 
	 	1.1.61 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	1.1.62 	
      “Securities Commissions” means the securities
      regulatory authorities of the Offering Jurisdictions or Reporting
      Jurisdictions collectively, as the case may be, including, without
      limitation, the SEC;

	 	 	 
	 	1.1.63 	
      “Securities Laws” means the securities legislation
      and regulations of, and the instruments, policies, rules, orders, codes,
      notices and interpretation notes of the securities regulatory authorities
      (including the Stock Exchange) of, the applicable jurisdiction or
      jurisdictions collectively;

	 	 	 
	 	1.1.64 	
      “Selling Dealer Group” means the dealers and
      brokers other than the Agents who participate in the offer and sale of the
      Offered Units pursuant to this Agreement;

	 	 	 
	 	1.1.65 	
      “Stock Exchange” means the TSX Venture
      Exchange;

	 	 	 
	 	1.1.66 	
      “Subscription Agreements” means the Non-U.S.
      Subscription Agreement or the U.S. Subscription Agreement to be entered
      into between the Corporation and each Purchaser, as applicable, with
      respect to the purchase of the Offered Units, collectively;

	 	 	 
	 	1.1.67 	
      “Subsidiaries” means Stem Cell Therapeutics Inc.,
      a corporation organized under the laws of the Province of Ontario, and
      Trillium Therapeutics Inc., a corporation organized under the laws of the
      Province of Ontario, collectively;

	 	 	 
	 	1.1.68 	
      “Substantial U.S. Market Interest” means
      “substantial U.S. market interest” as that term is defined in Rule 902(j)
      of Regulation S;







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		1.1.69 	
      “Transfer Agent” means Computershare Trust Company
      of Canada as duly appointed as the transfer agent and registrar for the
      Common Shares of the Corporation;

	 	 	 
		1.1.70 	
      “United States” means the United States of
      America, its territories and possessions, any state of the United States
      and the District of Columbia;

	 	 	 
		1.1.71 	
      “Units” has the meaning given to it
  above;

	 	 	 
		1.1.72 	
      “Unit Shares” has the meaning given to it
      above;

	 	 	 
		1.1.73 	
      “U.S. Affiliate” means the Agent, if it is a
      United States registered broker-dealer, or if the Agent is not a United
      States registered broker-dealer, then it means the United States
      registered broker-dealer affiliate of the Agent, if any;

	 	 	 
		1.1.74 	
      “U.S. Person” means a U.S. person as defined in
      Rule 902(k) of Regulation S under the 1933 Act;

	 	 	 
		1.1.75 	
      “U.S. Securities Laws” means all applicable
      securities legislation in the United States, including without limitation,
      the 1933 Act, the 1934 Act and the rules and regulations promulgated
      thereunder, and any applicable state securities laws;

	 	 	 
		1.1.76 	
      “U.S. Subscription Agreement” means the form of
      subscription agreement for persons offered or purchasing Offered Units
      that are in the United States or U.S. Persons, or purchasing for the
      account or benefit of persons in the United States or U.S.
  Persons;

	 	 	 
		1.1.77 	
      “Warrant” has the meaning given to it
  above;

	 	 	 
		1.1.78 	
      “Warrant Agent” has the meaning given to it
      above;

	 	 	 
		1.1.79 	
      “Warrant Common Share” has the meaning given to it
      above; and

	 	 	 
		1.1.80 	
      “Warrant Indenture” has the meaning given to it
      above.

	 	 	 
	1.2 	
      Other Defined Terms: Whenever used in this
      Agreement, the words and terms “distribution”, “material fact”, “material
      change”, “misrepresentation”, “officer” and “subsidiary” shall have the
      meaning given to such word or term in the Ontario Act unless specifically
      provided otherwise herein.

	 	 	 
	1.3 	
      Plural and Gender: Whenever used in this
      Agreement, words importing the singular number only shall include the
      plural and vice versa and words importing the masculine gender shall
      include the feminine gender and neuter. Every use of the words “including”
      or “includes” in this Agreement is to be construed as meaning “including,
      without limitation” or “includes, without limitation”,
  respectively.

	 	 	 
	1.4 	
      Reference and Headings: The words “Agreement”,
      “hereof”, “herein”, “hereunder”, “hereto” and similar phrases mean and
      refer to this Agreement. The division of this Agreement into Sections and the insertion of headings is for
convenience of reference only and shall not affect the construction or
interpretation hereof. Any reference in this Agreement to a Section will refer
to a section of this Agreement. 







- 9 - 

	1.5 	
      Currency: All references to monetary amounts in
      this Agreement are to lawful money of Canada.

	 	 
	1.6 	
      Appendices and Schedules: The following appendices
      and schedules are attached to this Agreement and are deemed to be a part
      of and incorporated in this Agreement:




	 	Appendix 	Title 
	 	A 	Form of U.S. Certificate
  
	 	B 	Form of Opinion of Corporation’s Canadian
      Counsel 
	 	C 	Form of Officers’ Certificate
    
	 	  	  
	 	Schedule 	Title 
	 	9.1.5 	Securities Convertible into Common Shares
  



	Section 2. 	The Offering 



	2.1 	
      Offered Units: The Offering is for Offered Units
      to raise gross proceeds in an amount in excess of the Minimum Offering and
      equal to or less than the Maximum Offering.




	Section 3. 	The Agents 



	3.1 	
      Sale on Exempt Basis: Each Agent shall offer for
      sale and sell the Offered Units in the Offering Jurisdictions in which it
      is so registered to do under applicable Securities Laws and, subject to
      applicable law, outside Canada and the United States in compliance with
      Securities Laws and only to such persons and in such manner so that,
      pursuant to the provisions of the Securities Laws of the Offering
      Jurisdictions, no prospectus, offering memorandum, registration statement
      or other similar document need be filed with, or delivered to, any
      Securities Commission or other similar regulatory authority in connection
      therewith.

	 	 
	3.2 	
      Selling Dealer Group: The Corporation agrees that,
      subject to the prior consent of the Corporation, such consent not to be
      unreasonably withheld, the Agents have the right to invite one or more
      registered securities dealers to form a Selling Dealer Group to
      participate in finding purchasers for the Offered Units. The Agents shall
      have the exclusive responsibility for, and the right to control, all
      compensation arrangements with the members of the Selling Dealer Group and
      the Corporation shall have no obligation whatsoever to compensate the
      Selling Dealer Group members. The Corporation grants all of the rights and
      benefits of this Agreement to any securities dealer who is a member of any
      Selling Dealer Group formed by the Agents and appoints the Agents as
      trustees of such rights and benefits for all such securities dealers, and
      the Agents hereby accept such trust and agree to hold such rights and
      benefits for and on behalf of all such securities dealers. The Agents
      shall ensure that any securities dealer who is a member of any Selling
      Dealer Group formed by the Agents pursuant to the provisions of this
      Section 3.2 or with whom an Agent has a contractual relationship with
respect to the Offering, if any, agrees with that Agent to comply with the
covenants and obligations of that Agent herein. 







- 10 - 

	3.3 	
      Covenants, Representations and Warranties of the
      Agents: Each Agent covenants with the Corporation that it (a) will
      comply with the Securities Laws of the Offering Jurisdictions in which it
      solicits or procures subscriptions for Offered Units in connection with
      the Offering, (b) will not solicit or procure subscriptions for Offered
      Units so as to require that any prospectus, offering memorandum,
      registration statement or other similar document to be filed with, or
      delivered to, any Securities Commission or other similar regulatory
      authority in connection therewith, (c) will obtain from each Purchaser an
      executed Subscription Agreement in a form acceptable to the Corporation
      and the Agents, acting reasonably, (d) is acquiring any securities of the
      Corporation which it is entitled to receive hereunder as principal and an
      “accredited investor” as defined in National Instrument 45-106 of the
      Canadian Securities Administrators; (e) and any of its Related Persons is
      not subject to any Bad Actor Disqualification; and (f) has complied with
      the disclosure requirements of Rule 506(e) of Regulation D, to the extent
      applicable. Each Agent represents and warrants to the Corporation that it
      is, and, to the best of its knowledge, the members invited by it to any
      Selling Dealer Group are, qualified to so act in the Offering
      Jurisdictions that it, or such members, solicited or procured
      subscriptions for the Offered Units and that it, and to the best of its
      knowledge after due inquiry, each member invited by it to any such Selling
      Dealer Group, is registered under the Ontario Act, if applicable, and is
      registered or exempt from registration under the Securities Laws of any
      jurisdiction in which it solicited or procured subscriptions, as
      applicable, as a dealer in an appropriate category. Notwithstanding any
      other provision of this Agreement, the parties agree that the Agents’
      acknowledgments, covenants, representations, warranties, rights and
      obligations under this Agreement are several and not joint and
    several.

	 	 
	3.4 	
      Filings: The Corporation undertakes to file or
      cause to be filed all forms and undertakings required to be filed by the
      Corporation in connection with the Offering so that the distribution of
      the Offered Units may lawfully occur in the Offering Jurisdictions without
      the necessity of filing a prospectus, an offering memorandum, registration
      statement or other similar document with, or delivered to, any Securities
      Commission or other regulatory authority in connection therewith, and each
      Agent undertakes to use its commercially-reasonable efforts to cause the
      Purchasers of the Offered Units to complete (and it shall be a condition
      of closing in favour of the Corporation that the Purchasers complete and
      deliver to the Corporation) any forms and undertakings required by the
      Securities Laws of the Offering Jurisdictions or by the Stock Exchange.
      All fees payable in connection with such filings shall be at the expense
      of the Corporation.

	 	 
	3.5 	
      No Offering Memorandum: Neither the Corporation
      nor any Agent shall (g) provide to prospective purchasers of Offered Units
      any document or other material that would constitute an offering
      memorandum or prospectus within the meaning of the Securities Laws of the
      Offering Jurisdictions or (h) engage in any form of general solicitation
      or general advertising in connection with the offer and sale of the
      Offered Units, including, causing the sale of the Offered Units to be
      advertised in any newspaper, magazine, printed public media, printed media
      or similar medium of general and regular paid circulation, broadcast over radio, television or
telecommunications, including electronic display or the internet, or otherwise,
or conduct any seminar or meeting relating to any offer and sale of the Offered
Units whose attendees have been invited by a general solicitation or general
advertising. 







- 11 - 

	Section 4. 	United States Offers and Sales
  



	4.1 	
      Each Agent agrees that it will not offer or sell any of
      the Offered Units within the United States or to, or for the account or
      benefit of, any person in the United States or a U.S. Person except, if
      applicable, for offers and sales of the Offered Units in the United States
      or to, or for the account or benefit of, any person in the United States
      or a U.S. Person in accordance with this Section 4.

	 	 	 
	4.2 	
      Defined Terms: For the purposes of this Section
      4 and Appendix A only, “affiliate” means “affiliate” as that
      term is defined in Rule 405 under the 1933 Act.

	 	 	 
	4.3 	
      Acknowledgments, Representations, Warranties and
      Covenants of the Agents: Each Agent acknowledges, represents, warrants
      and covenants to the Corporation that:

	 	 	 
		4.3.1 	
      the Offered Securities have not been and will not be
      registered under the 1933 Act or under any applicable securities laws of
      any state of the United States;

	 	 	 
		4.3.2 	
      it has not offered or sold, and will not offer or sell,
      any of the Offered Units except (A) in accordance with this Section
      4, or (B) outside the United States in Offshore Transactions in
      compliance with Rule 903 of Regulation S. Accordingly, except in
      connection with offers and sales as described in this Section 4 or
      as permitted by Rule 903 of Regulation S, it has not made and will not
      make (i) any offer to sell Offered Units to or solicitation of an offer to
      buy Offered Units from a person in the United States or a U.S. Person, or
      a person acting for the account or benefit of a person in the United
      States or a U.S. Person, or (ii) any sale of Offered Units to any other
      purchaser unless at the time the purchaser’s buy order was or will be
      originated, the purchaser was outside the United States or it and its
      affiliates reasonably believed that the purchaser was outside the United
      States;

	 	 	 
		4.3.3 	
      neither it nor any of its affiliates, nor any persons
      acting on its or their behalf, have engaged or will engage in any Directed
      Selling Efforts with respect to the Offered Units offered and sold
      pursuant to Rule 903 of Regulation S;

	 	 	 
		4.3.4 	
      neither it, nor its U.S. Affiliates, nor any member of
      the Selling Dealer Group participating in the offering of the Offered
      Units to be offered and sold hereunder in reliance on Rule 506(b) of
      Regulation D (the “Regulation D Securities”) nor any Related Person
      of the foregoing is subject to any Bad Actor Disqualification;

	 	 	 
		4.3.5 	
      it has complied with the disclosure requirements of Rule
      506(e) of Regulation D, to the extent applicable;

	 	 	 
		4.3.6 	
      neither it, nor its U.S. Affiliates, nor any member of
      the Selling Dealer Group participating in the offering of the Offered
      Units to be offered and sold in reliance on Rule 506(b) has paid or will pay, nor is it aware of any
person that has paid or will pay, directly or indirectly, any remuneration to
any person (other than the Agents and their respective U.S. Affiliates) for
solicitation of purchasers of Regulation D Securities; 







- 12 - 

	 	4.3.7 	
      it has not entered and will not enter into any
      contractual arrangement with respect to the distribution of the Offered
      Units, except with any Selling Dealer Group members or with the prior
      written consent of the Corporation;

	 	 	 
	 	4.3.8 	
      it shall require each Selling Dealer Group member to
      agree, for the benefit of the Corporation, to comply with, and shall use
      its best efforts to ensure that each Selling Dealer Group member complies
      with, the applicable provisions of this Section 4 as if such
      provisions applied to such Selling Dealer Group member;

	 	 	 
	 	4.3.9 	
      all offers and sales of the Offered Units in the United
      States or to, or for the account or benefit of, a person in the United
      States or a U.S. Person have been and will be effected through one or more
      of the U.S. Affiliates in accordance with all applicable U.S.
      broker-dealer requirements (or in the case of a foreign broker or dealer
      relying on Rule 15a-6 of the 1934 Act, by that foreign broker or dealer in
      accordance with all applicable requirements of Rule 15a-6 of the 1934
      Act);

	 	 	 
	 	4.3.10 	
      each U.S. Affiliate is and on the date of each offer and
      sale of Offered Units in the United States or to, or for the account or
      benefit of, a person in the United States or a U.S. Person was and will be
      duly registered as a broker-dealer pursuant to Section 15(b) of the 1934
      Act and under the laws of each state in which such offer or sale is made
      (unless exempted from the respective state’s broker-dealer registration
      requirements), and is a member of, and in good standing with, the
      Financial Industry Regulatory Authority, Inc.;

	 	 	 
	 	4.3.11 	
      it will not, either directly or through a U.S. Affiliate,
      solicit offers for, or offer to sell, the Offered Units in the United
      States or to, or for the account or benefit of, a person in the United
      States or a U.S. Person, nor has it done so, by means of any form of
      General Solicitation or General Advertising or in any manner involving a
      public offering within the meaning of Section 4(a)(2) of the 1933
    Act;

	 	 	 
	 	4.3.12 	
      it will solicit, and will cause each U.S. Affiliate to
      solicit, offers for the Offered Units from persons in the United States or
      U.S. Persons, or persons acting for the account or benefit of a person in
      the United States or a U.S. Person only if it has reasonably grounds to
      believe and reasonably believes such persons to be Accredited
      Investors;

	 	 	 
	 	4.3.13 	
      it will offer, and will cause each U.S. Affiliate to
      offer the Offered Units to persons in the United States or U.S. Persons,
      or persons acting for the account or benefit of a person in the United
      States or a U.S. Person only if it has reasonable grounds to believe and
      reasonably believes such persons to be Accredited
  Investors;







- 13 - 

		4.3.14 	
      it will inform, or cause each U.S. Affiliate to inform,
      all purchasers of the Offered Units that are in the United States or U.S.
      Persons, or purchasers acting for the account or benefit of a person in
      the United States or a U.S. Person that the Offered Securities have not
      been and will not be registered under the 1933 Act or any applicable
      securities laws of any state of the United States and are being sold to
      them without registration under the 1933 Act in reliance on an exemption
      from the registration requirements of the U.S. Securities Act provided by
      Rule 506(b) of Regulation D, as applicable, and in accordance with
      exemptions from any applicable securities laws of any state of the United
      States;

	 	 	 
		4.3.15 	
      prior to completion of any sale of Offered Units in the
      United States or to, or for the account or benefit of, a person in the
      United States or a U.S. Person, each such purchaser thereof will be
      required to execute a U.S. Subscription Agreement;

	 	 	 
		4.3.16 	
      it has not provided any written material other than a
      U.S. Subscription Agreement to each person in the United States or U.S.
      Person to which it has offered the Offered Units;

	 	 	 
		4.3.17 	
      neither it nor its U.S. Affiliates nor any person acting
      on their behalf has engaged or will engage in any violation of Regulation
      M under the 1934 Act in connection with its offers or sales of the Offered
      Units in the United States or to, or for the account or benefit of, a
      person in the United States or a U.S. Person;

	 	 	 
		4.3.18 	
      it shall cause each U.S. Affiliate to agree, for the
      benefit of the Corporation, to the same provisions as are contained in
      this Section 4.3;

	 	 	 
		4.3.19 	
      at least one (1) Business Day prior to each closing, it
      shall cause each U.S. Affiliate to provide the Corporation with a list of
      all purchasers of the Offered Units that are in the United States or U.S.
      Persons, or acting for the account or benefit of a person in the United
      States or a U.S. Person;

	 	 	 
		4.3.20 	
      it and its U.S. Affiliates acknowledge that until 40 days
      after the commencement of the Offering, an offer or sale of Offered
      Securities within the United States by any dealer (whether or not
      participating in the Offering) may violate the registration requirements
      of the 1933 Act if such offer or sale is made otherwise than in accordance
      with an exemption from the registration requirements of the 1933 Act;
      and

	 	 	 
		4.3.21 	
      at Closing, it and, if applicable, its U.S. Affiliates
      will either (i) provide a certificate, substantially in the form of
      Appendix A to this Agreement, or (ii) be deemed to have represented
      and warranted to the Corporation as of the Closing Time that neither it
      nor they offered or sold any Offered Units in the United States or to, or
      for the account or benefit of, a person in the United States or a U.S.
      Person.

	 	 	 
	4.4 	
      Representations, Warranties and Covenants of the
      Corporation: The Corporation represents, warrants and covenants to the
      Agents that:







- 14 - 

	 	4.4.1 	
      it is, and at Closing will be, a Foreign Issuer and it
      reasonably believes that there is no Substantial U.S. Market Interest in
      any Offered Securities;

	 	 	 
	 	4.4.2 	
      it is not, and after giving effect to the offering and
      sale of the Offered Units and the application of the proceeds thereof as
      described herein, will not be registered or required to register as an
      “investment company” pursuant to the provisions of the United States
      Investment Company Act of 1940, as amended;

	 	 	 
	 	4.4.3 	
      neither it, nor any of its Related Persons are subject to
      a Bad Actor Disqualification;

	 	 	 
	 	4.4.4 	
      it has complied with the disclosure requirements of Rule
      506(e) of Regulation D, to the extent applicable;

	 	 	 
	 	4.4.5 	
      if the Corporation is a “passive foreign investment
      company” within the meaning of section 1297(a) of the Internal Revenue
      Code of 1986, as amended (the “Code”), during any calendar year
      following the purchase of the Offered Units by an Accredited Investor, the
      Corporation will make available to the U.S. purchaser, upon written
      request, after the end of such year, within a commercially reasonable time
      period after such written request, all information that would be required
      for income tax reporting purposes by a United States shareholder making an
      election to treat the Corporation as a “qualified electing fund” (the
      “QEF Election”) for the purposes of section 1295 of the Code and a
      “PFIC Annual Information Statement” as described in Treasury Regulation
      section 1.1295(1)(g)(1) (or any successor regulation). With regard to the
      PFIC Annual Information Statement, the Corporation shall calculate and
      report the amount and category of each type of long term capital gain as
      provided in section 1(h) of the Code that was recognized by the
      Corporation. Upon written request, the Corporation shall also use
      commercially reasonable efforts to make available as promptly as
      reasonably possible any other information that a U.S. purchaser is
      required to obtain in connection with maintaining such QEF Election with
      regard to the Corporation;

	 	 	 
	 	4.4.6 	
      none of it, its affiliates or any person acting on its or
      their behalf (other than the Agents, their respective affiliates or any
      person acting on their behalf, in respect of which no representation,
      warranty or covenant is made) has offered or will offer to sell the
      Offered Units in the United States or to, or for the account or benefit
      of, a person in the United States or a U.S. Person by means of any form of
      General Solicitation or General Advertising or has made or will make
      offers and sales of the Offered Units in the United States or to, or for
      the account or benefit of, a person in the United States or a U.S. Person
      in any manner involving a public offering within the meaning of Section
      4(a)(2) of the 1933 Act;

	 	 	 
	 	4.4.7 	
      none of it, its affiliates or any person acting on its or
      their behalf (other than the Agents, their respective affiliates or any
      person acting on their behalf, in respect of which no representation,
      warranty or covenant is made) has engaged or will engage in any Directed
      Selling Efforts with respect to any of the Offered Securities or has taken
      any action in a manner involving a public offering
within the meaning of Section 4(a)(2) of the 1933 Act with respect to
the Offered Securities that were offered or sold in the United States or to, or
for the account or benefit of, a person in the United States or a U.S. Person,,
or has taken or will take any action that would cause the exemption from the
registration requirements of the 1933 Act afforded by Rule 506 of Regulation D
or the exclusion from registration requirements afforded by Regulation S to be
unavailable for offers and sales of the Offered Securities pursuant to this
Agreement; 







- 15 - 

	 	4.4.8 	
      none of the Corporation, its affiliates or any persons
      acting on its or their behalf (other than the Agents, their respective
      affiliates or any person acting on their behalf, in respect of which no
      representation, warranty or covenant is made) (i) has offered or sold or
      will offer or sell the Offered Units except through the Agents and any
      U.S. Affiliates in compliance with this Section 4, or (ii) has
      taken or will take any action that would cause the exemptions or
      exclusions from registration provided by Rule 903 of Regulation S or Rule
      506 of Regulation D to be unavailable with respect to offers and sales of
      the Offered Units pursuant to this Section 4;

	 	 	 
	 	4.4.9 	
      if required by the Transfer Agent or Warrant Agent,
      subject to applicable law, the Corporation will use its commercially
      reasonable efforts to deliver an opinion, memorandum or such other
      document as may be required to permit the removal of resale restrictions
      in connection with the resale of any Offered Units in reliance on Rule 904
      of Regulation S subject to delivery of customary declarations by the
      investors and, if applicable, their respective broker-dealers satisfactory
      to the Corporation;

	 	 	 
	 	4.4.10 	
      neither the Corporation nor 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 applicable Securities
      Laws;

	 	 	 
	 	4.4.11 	
      neither the Corporation nor any person acting on its
      behalf has sold, offered for sale or solicited any offer to buy, and will
      not sell, offer for sale or solicit any offer to buy, any of its
      securities in the United States or to, or for the account or benefit of, a
      person in the United States or a U.S. Person in a manner that would be
      integrated with the offer and sale of the Offered Securities and would
      cause the exemptions from registration set forth in Rule 506(b) of
      Regulation D to become unavailable with respect to offers and sales of the
      Offered Securities contemplated hereby; and

	 	 	 
	 	4.4.12 	
      neither the Corporation nor any person acting on its
      behalf has engaged or will engage in any general solicitation or general
      advertising (within the meaning of Rule 502(c) of Regulation D) in
      connection with any offer or sale of its securities in reliance upon Rule
      506(c) of Regulation D or otherwise in a manner that would be integrated
      with the offer and sale of the Offered Securities and would cause the
      exemption from registration set forth in Rule 506(b) of Regulation D to
      become unavailable with respect to the offer and sale of the Offered
      Securities.







- 16 - 

	Section 5. 	Due Diligence 


The Corporation shall allow the Agents to conduct all due
diligence investigations, including meeting with senior management of the
Corporation and the Auditor, as the Agents shall consider appropriate in
connection with the Offering. 

	Section 6. 	Deliveries by Closing Time



By the Closing Time: 

	6.1 	
      all actions required to be taken by or on behalf of the
      Corporation including, the filing of articles of amendment creating the
      Preferred Shares, the passing of all required resolutions of the
      directors, including committees of the directors, and shareholders of the
      Corporation, shall have occurred in order to complete the transactions
      contemplated by this Agreement and the Ancillary Documents, including to
      create, if applicable, and issue the Preferred Unit Shares, the Unit
      Shares, the Warrants and the Compensation Options, and to allot and
      reserve for issuance the Preferred Unit Common Shares, the Warrant Common
      Shares and the Compensation Option Shares, and a certified copy of all
      such resolutions shall have been delivered by the Corporation to the
      Agents;

	 	 	 
	6.2 	
      the Corporation shall have delivered or caused to be
      delivered to the Agents:

	 	 	 
		6.2.1 	
      a favourable legal opinion dated the Closing Date of
      corporate counsel to the Corporation, substantially in the form set out in
      Appendix B. In connection with this opinion, corporate counsel to
      the Corporation may rely on the opinions of local counsel, dated the
      Closing Date and in form and substance reasonably satisfactory to the
      Agents and their counsel (signed copies of which shall be addressed to and
      delivered to the Agents and their counsel) with respect to those matters
      governed by laws other than those of British Columbia, Alberta and Ontario
      or the federal laws of Canada;

	 	 	 
		6.2.2 	
      favourable legal opinions from intellectual property
      counsel to the Corporation dated as of the Closing Date, which shall
      cover, among other things, matters relating to the Material IP, addressed
      to the Agents and their counsel, in form and content to the satisfaction
      of their counsel, acting reasonably;

	 	 	 
		6.2.3 	
      if any of the Offered Units are sold in the United
      States, receipt by the Agents of an opinion of U.S. counsel to the
      Corporation, dated the Closing Date, to the effect that no registration is
      required under the 1933 Act of, the Offered Units, Preferred Unit Shares
      or Unit Shares sold in the United States in accordance with this
      Agreement;

	 	 	 
		6.2.4 	
      a certificate dated the Closing Date signed by an
      appropriate officer of the Corporation and addressed to the Agents and
      their counsel with respect to the articles and by-laws of the Corporation,
      the resolutions of the directors relating to this Agreement and the
      Ancillary Documents and with respect to such other matters as the Agents
      may reasonably request and including specimen signatures of the signing
      officers of the Corporation;







- 17 - 

		6.2.5 	
      a certificate dated the Closing Date addressed to the
      Agents and their counsel signed by the chief executive officer and the
      chief financial officer of the Corporation or any two (2) other officers
      of the Corporation acceptable to the Agents substantially in the form set
      out in Appendix C;

	 	 	 
		6.2.6 	
      a fully executed copy of the Warrant Indenture;

	 	 	 
		6.2.7 	
      counterparts to the Subscription Agreements;
and

	 	 	 
		6.2.8 	
      such further documents as may be contemplated by this
      Agreement or as the Agent may reasonably require,

	 	 	 
		
      all in form and substance satisfactory to the Agents;
      and

	 	 	 
	6.3 	
      the Agents shall have delivered or caused to be delivered
      to the Corporation:

	 	 	 
		6.3.1 	
      executed copies of the Subscription Agreements;
  and

	 	 	 
		6.3.2 	
      such further documents as may be contemplated by this
      Agreement or as the Corporation may reasonably
require,



all in form and substance satisfactory
to the Corporation. 

	Section 7. 	Closing 



	7.1 	
      Closing: The Closing shall be completed at the
      offices of Borden Ladner Gervais LLP, 40 King Street West, 44th floor,
      Toronto, Ontario M5H 3Y4 at the Closing Time on the Closing Date. At the
      Closing Time,

	 	 	 
		7.1.1 	
      the Corporation shall deliver to the Agents definitive
      certificates representing the Offered Units in accordance with the
      instructions contained in the Subscription Agreements or shall cause the
      Transfer Agent to issue electronically and register through the
      non-certificated inventory process the Offered Units issued and sold by
      the Corporation pursuant to this Agreement, such electronic issuance being
      registered in the name of “CDS & Co.” (or in such other name as the
      Agent may direct), as CDS’ nominee, to be held by CDS as a book-entry only
      security in accordance with CDS’ rules and procedures; provided,
      however, that the Offered Units offered and sold pursuant to Rule
      506 of Regulation D under the U.S. Securities Act and the Offered
      Preferred Units shall be represented by definitive certificates
    only;

	 	 	 
		7.1.2 	
      the Agents will cause to be delivered to the Corporation
      a certified cheque, bank draft or wire transfer in an amount equal to the
      aggregate Purchase Price for the Offered Units net of the Agents’ Fee and
      the expenses of the Agents payable by the Corporation pursuant to
      Section 13 with respect to Offering;

	 	 	 
		7.1.3 	
      the Corporation will deliver to the Agents (or in such
      other name as the Agents may direct) one or more Compensation Option
      certificates representing the Compensation Options that the Agents are entitled to receive
pursuant to this Agreement; and 







- 18 - 

		7.1.4 	
      the Corporation will provide all further documentation as
      may be contemplated in this Agreement or as counsel to the Agent may
      reasonably require.

	 	 	 
	7.2 	
      Conditions of Closing: The following are
      conditions precedent to the obligation of the Agents to complete the
      Offering, which conditions the Corporation hereby covenants and agrees to
      use its best efforts to fulfill within the time set out herein therefor,
      and which conditions may be waived in writing in whole or in part by the
      Agents:

	 	 	 
		7.2.1 	
      the Corporation shall have received all necessary
      approvals and consents, including all necessary regulatory approvals and
      consents (including those of the Stock Exchange) required for the
      completion of the transactions contemplated by this Agreement, all in a
      form satisfactory to the Agents and the Stock Exchange shall have
      conditionally accepted the Offering (including listing of the Unit Shares,
      Preferred Unit Common Shares, Warrant Common Shares and Compensation
      Option Shares), subject to the fulfillment of standard listing
      conditions;

	 	 	 
		7.2.2 	
      receipt by the Agents of the documents set forth in
      Section 6 of this Agreement to be delivered to the
Agents;

	 	 	 
		7.2.3 	
      the representations and warranties of the Corporation
      contained herein being true and correct as of the Closing Time with the
      same force and effect as if made at and as of the Closing Time after
      giving effect to the transactions contemplated hereby; and

	 	 	 
		7.2.4 	
      the Corporation having complied with all covenants, and
      satisfied all terms and conditions, contained herein to be complied with
      and satisfied by the Corporation at or prior to the Closing
Time.

	 	 	 
			
      The Corporation acknowledges and agrees that it is
      holding all funds wired directly to it

	 	 	 
		
      by Purchasers in trust pending the confirmation by the
      Agents of the completion of the Closing. The Corporation further
      acknowledges and agrees that in the event of a failure to meet the
      foregoing conditions precedent set out in this Section 7 it will
      immediately wire all such funds to the Lead Agent in trust for the
      Purchasers.




	Section 8. 	Agents’ Fee 



	8.1 	
      Commission: In consideration of the Agents
      agreeing to act as agents of the Corporation in respect of the Offering,
      and in consideration of the services performed and to be performed by the
      Agents in connection therewith, the Corporation shall pay to the Agents or
      as the Agents may otherwise direct an amount (the “Agents’ Fee”)
      equal to 6% of the aggregate Purchase Price for the Offered Units sold by
      the Agents, except for the Purchase Price for Offered Units acquired by
      Purchasers identified on the Exempt List. No commission shall be payable
      to the Agents for Purchasers identified on the Exempt
  List.







- 19 - 

	8.2 	
      Compensation Options: In addition to the Agents’
      fee payable to the Agents pursuant to Section 8.1, as additional
      consideration for the services performed and to be performed by the Agents
      hereunder, the Corporation shall issue to the Agents or as the Agents may
      otherwise direct non-transferable options (the “Compensation
      Options”) equal to up to 6% of the number of Offered Units sold by the
      Agents in the Offering (excluding Offered Units sold to Purchasers
      identified on the Exempt List). Each Compensation Option will entitle the
      holder thereof to acquire one Common Share (a “Compensation Option
      Share”) at a price equal to the Purchase Price during the period
      ending 24 months after the Closing Date. Each Agent acknowledges and
      agrees that the Compensation Options are non-transferable. Each Agent
      acknowledges that the Compensation Options and the Compensation Option
      Shares have not been registered under the 1933 Act or the securities laws
      of any state of the United States. In connection with the issuance of the
      Compensation Options, each Agent represents, warrants and covenants that
      it is acquiring the Compensation Options as principal for its own account
      and not for the benefit or account of any other person. Each Agent
      acknowledges and agrees that the Compensation Options may not be exercised
      in the United States or by or on behalf of a person in the United States,
      unless such exercise is not subject to registration under the 1933 Act or
      the applicable securities laws of any state of the United
States.

	 	 	 
		8.2.1 	
      In connection with the issuance of the Compensation
      Options, Bloom Burton & Co. Inc. further acknowledges, represents,
      warrants and covenants to the Corporation that: (i) it is not a U.S.
      Person and it was not offered the Compensation Options in the United
      States; (ii) it did not execute or deliver this Agreement in the United
      States; and (iii) it will not engage in any Directed Selling Efforts with
      respect to any Compensation Options or Compensation Option Shares; and
      (iv) it will not offer, sell or transfer any Compensation Options or
      Compensation Option Shares unless in compliance with an exemption or an
      exclusion from the registration requirements of the 1933 Act and any
      applicable state securities laws.

	 	 	 
		8.2.2 	
      In connection with the issuance of the Compensation
      Options, ROTH Capital Partners, LLC further acknowledges, represents,
      warrants and covenants to the Corporation that: (i) it is an Accredited
      Investor; (ii) it is acquiring the Compensation Options as principal for
      its own account, for investment purposes, and not with a view to any
      resale, distribution or other disposition of the Compensation Options or
      the Compensation Option Shares in violation of United States federal or
      state securities laws; (iii) it is not acquiring the Compensation Options
      or Compensation Option Shares as a result of any General Solicitation or
      General Advertising with respect to such securities; (iv) it understands
      and acknowledges that the Compensation Options and the Compensation Option
      Shares will be “restricted securities” within the meaning of Rule 144
      under the 1933 Act; and (v) it will not offer, sell or transfer any
      Compensation Options or Compensation Option Shares unless in compliance
      with an exemption or an exclusion from the registration requirements of
      the 1933 Act and any applicable state securities
laws.







- 20 - 

	8.3 	
      No Finder’s Fees: Except as set forth in
      Section 8.1 and Section 8.2, the Corporation is not obliged
      to pay any finder’s fees or make any similar payments, whether in cash,
      securities or otherwise, to any third party in connection with the
      Offering.




	Section 9. 	Representations and Warranties of
      Corporation 



	9.1 	
      Representations and Warranties: The Corporation
      represents and warrants as follows to the Agent, and acknowledges that the
      Agent is relying upon such representations and warranties in connection
      with its execution and delivery of this Agreement and the completion of
      the Offering:

	 	 	 
		9.1.1 	
      each of the Corporation and its Subsidiaries is, and will
      be at the Closing Date, duly incorporated, validly subsisting, and in good
      standing under the laws of its governing jurisdiction, and has and will at
      the Closing Date have all requisite corporate power and authority to own,
      lease and operate its properties and assets and conduct its business as
      currently conducted; the Corporation has and will have at the Closing Date
      all requisite corporate power and authority to enter into this Agreement
      and the Ancillary Documents and carry out its obligations hereunder and
      thereunder, and to issue, sell and deliver the Offered Securities and the
      Compensation Option Securities, in accordance with the provisions of this
      Agreement and the Ancillary Documents; each of the Corporation and its
      Subsidiaries is current with all material filings required to be made
      under the laws of Canada and the Province of Ontario and all other
      jurisdictions in which it exists or carries on any material business and
      has all necessary licences, leases, permits, authorizations and other
      approvals necessary to permit it to conduct its business as it is
      currently conducted or as planned to be conducted as described in the
      Information Record, except where the absence of such power and authority
      or failure to make any filing or obtain any license, lease, permit,
      authorization or other approval would not have a Material Adverse Effect,
      and all such licences, leases, permits, authorizations and other approvals
      are in full force and effect in accordance with their terms except where
      the failure to so maintain such licences, leases, permits, authorizations
      or other approvals would not have a Material Adverse Effect;

	 	 	 
		9.1.2 	
      except as contemplated by this Agreement or the Ancillary
      Documents or as otherwise disclosed in the Information Record, there are
      no other agreements, options, warrants, rights of conversion or other
      rights pursuant to which the Corporation is, or may become obligated to
      issue or transfer any securities (including debt securities) or any
      securities convertible or exchangeable, directly or indirectly, into any
      of its securities;

	 	 	 
		9.1.3 	
      there are no agreements, options, warrants, rights of
      conversion or other rights pursuant to which any Subsidiary is, or may
      become obligated to issue or transfer any securities (including debt
      securities) or any securities convertible or exchangeable, directly or
      indirectly, into any of its securities;







- 21 - 

	 	9.1.4 	
      except as contemplated by this Agreement or as otherwise
      disclosed in the Information Record, to the Knowledge of the Corporation,
      no agreement, will be in force or effect at the Closing Date which in any
      manner affects the voting or control of any of the securities of the
      Corporation;

	 	 	 
	 	9.1.5 	
      the authorized capital of the Corporation consists of an
      unlimited number of Class B Shares, First Preferred Shares and Common
      Shares of which, as of the date hereof, no Class B Shares, no First
      Preferred Shares and 42,504,687 Common Shares are issued and outstanding
      as fully paid and non-assessable shares in the capital of the Corporation,
      and except as set out in Schedule 9.1.5, as of the date hereof, no
      options to acquire Common Shares are issued and outstanding and no person
      has any agreement, option, right or privilege (whether pre-emptive,
      contractual or otherwise) capable of becoming an agreement for purchase,
      acquisition, subscription or issuance of any unissued Common Shares or
      other securities of the Corporation; the issuance and sale of the Offered
      Securities will not obligate the Corporation to issue shares of Common
      Shares or other securities to any Person (other than the Purchasers) and
      will not result in a right of any holder of Corporation securities to
      adjust the exercise, conversion, exchange, or reset price under any such
      securities;

	 	 	 
	 	9.1.6 	
      the Corporation has no subsidiaries other than the
      Subsidiaries. The Corporation does not beneficially own, or exercise
      control or direction over, outstanding securities of any person other than
      the Subsidiaries. The Corporation exercises control or direction over all
      of the outstanding securities of the Subsidiaries. The Corporation
      beneficially owns, directly or indirectly all of the issued and
      outstanding shares in the capital of the Subsidiaries and such shares are
      free and clear of all liens. All shares of the Subsidiaries have been duly
      authorized and validly issued and are outstanding as fully paid and
      non-assessable shares and, except as described in the Information Record
      or as contemplated by this Agreement or the Ancillary Documents, no person
      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 Corporation or any Subsidiary of any interest in
      any of such shares or for the issue of any unissued shares in the capital
      of any Subsidiary or any other security convertible into or exchangeable
      for any such shares;

	 	 	 
	 	9.1.7 	
      neither the Corporation nor any Subsidiary is: (i) in
      breach or violation of any of the terms or provisions of, or in default
      under (whether after notice or lapse of time or both) any indenture,
      mortgage, deed of trust, loan agreement or other agreement (written or
      oral) or instrument to which it is a party or by which it is bound or to
      which any of its property or assets is subject (whether or not such
      default or violation has been waived), which breach or violation or the
      consequences thereof would, alone or in the aggregate, have a Material
      Adverse Effect; or (j) in violation of the provisions of its articles,
      by-laws or resolutions or any statute or any order, rule or regulation of
      any court or governmental agency or body having jurisdiction over it or
      any of its properties, which violation or the consequences thereof would, alone or in the aggregate, have a
Material Adverse Effect; 







- 22 - 

	 	9.1.8 	
      other than such agreements or instruments which will
      terminate or be discharged, as applicable, or for such agreements pursuant
      to which the consent of the other contracting party will be obtained
      simultaneously with or prior to the Closing, the execution and delivery of
      this Agreement, the issue, sale and delivery of the Offered Securities and
      Compensation Option Securities, do not and will not conflict with or
      result in a breach or violation of any of the terms or provisions of, or
      constitute a default under (whether after notice or lapse of time or
      both), any indenture, mortgage, deed of trust, loan agreement, lease or
      other agreement (written or oral) or instrument to which the Corporation
      or any Subsidiary is a party or by which it is bound or to which any of
      its property or assets is subject, other than any breach or violation or
      the consequences thereof which would, alone or in the aggregate, not have
      a Material Adverse Effect, nor will such action conflict with or result in
      any violation of the provisions of the articles, by-laws or resolutions of
      the Corporation or any statute or any order, rule or regulation of any
      court or governmental agency or body having jurisdiction over it or any of
      its properties which violation or the consequences thereof would, alone or
      in the aggregate, have a Material Adverse Effect;

	 	 	 
	 	9.1.9 	
      except for the required consent and approval of the Stock
      Exchange, no consent, approval, authorization, order, registration or
      qualification of or with any person, court or governmental agency or body
      is required in connection with the execution and delivery by the
      Corporation of this Agreement or any Ancillary Document and the
      consummation of the transactions contemplated hereby and thereby,
      including the issuance, sale and delivery of the Offered Securities and
      Compensation Option Securities;

	 	 	 
	 	9.1.10 	
      the Business has not been, is not being, and will not be,
      immediately following Closing, conducted in violation of any laws, except
      for violations and possible violations that would not, individuals or in
      the aggregate be reasonably likely to have a Material Adverse Effect or
      materially impair the ability of the Corporation to complete the
      transactions contemplated by this Agreement and the Ancillary
      Documents;

	 	 	 
	 	9.1.11 	
      no order ceasing or suspending trading of the securities
      of the Corporation (except at the request of the Corporation and as
      approved by the Agent), prohibiting the sale of such securities has been
      issued to the Corporation and is outstanding and, no investigations or
      proceedings for such purposes of which the Corporation has been notified
      are pending or threatened;

	 	 	 
	 	9.1.12 	
      the Corporation is a reporting issuer or the equivalent
      in good standing under the Securities Laws of British Columbia, Alberta,
      Manitoba, Ontario and Nova Scotia;







- 23 - 

	 	9.1.13 	
      the Corporation is in compliance, in all material
      aspects, with its timely and continuous disclosure obligations under
      Securities Laws of each of the Reporting Jurisdictions;

	 	 	 
	 	9.1.14 	
      the Corporation has not filed any confidential material
      change report with any Securities Commission, the Stock Exchange or any
      other self-regulatory authority which remains confidential;

	 	 	 
	 	9.1.15 	
      except with respect to Offered Units sold to purchasers
      that are in the United States or U.S. Persons, or acting for the account
      or benefit of persons in the United States or U.S. Persons, none of the
      Offered Securities will be subject to a statutory hold period under the
      Securities Laws of the Offering Jurisdictions or to any hold period under
      the policies of the Stock Exchange which extends beyond four months and
      one day after the Closing Date;

	 	 	 
	 	9.1.16 	
      there is not, in the constating documents of the
      Corporation or in any material agreement, mortgage, note, debenture,
      indenture or other instrument or document to which the Corporation is a
      party, any restriction upon or impediment to the declaration or payment of
      dividends by the directors of the Corporation or the payment of dividends
      by the Corporation to the holders of its Common Shares;

	 	 	 
	 	9.1.17 	
      neither the issuance of the securities comprising the
      Offered Units, nor the conversion or exchange thereof into Common Shares
      by the Purchaser thereof, will trigger a “Flip-in Event” or cause such
      Purchaser to become an “Acquiring Person” pursuant to the Rights
    Plan;

	 	 	 
	 	9.1.18 	
      there are no legal or governmental actions, proceedings
      or investigations pending or, to the Knowledge of the Corporation,
      contemplated or threatened against the Corporation or any Subsidiary, at
      law or in equity or before or by any federal, provincial, municipal or
      other governmental department, commission, board or agency, domestic or
      foreign, which: (k) would, in any way, have a Material Adverse Effect; or
      (l) questions the validity of the issuance, sale or delivery of the
      Offered Securities or the Compensation Option Securities or the validity
      of any action taken or to be taken by the Corporation pursuant to or in
      connection with this Agreement or the Ancillary Documents;

	 	 	 
	 	9.1.19 	
      all necessary corporate action has been taken by the
      Corporation to authorize the execution, delivery and performance of this
      Agreement and the Ancillary Agreements;

	 	 	 
	 	9.1.20 	
      none of the Corporation, any Subsidiary or any other
      party to any agreement or instrument is in material default in the
      observance or performance of any term or obligation to be performed by it
      under any such agreement or instrument to which the Corporation or any
      Subsidiary is a party and no event has occurred which with notice or lapse
      of time or both would constitute such a default on the part of the
      Corporation or any Subsidiary, in any such case which default or event
      would have a Material Adverse Effect;







- 24 - 

	 	9.1.21 	
      subject to the conditions precedent contained therein,
      this Agreement has been duly and validly executed and delivered by the
      Corporation, constitutes a valid and binding obligation of the Corporation
      enforceable against it in accordance with its terms, except as enforcement
      thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium and other laws relating to or affecting the rights of creditors
      generally, and except as limited by the application of equitable
      principles when equitable remedies are sought and by the fact that rights
      to indemnity, contribution and waiver, and the ability to sever
      unenforceable terms, may be limited by applicable law;

	 	 	 
	 	9.1.22 	
      each of the Corporation and its Subsidiaries is the
      beneficial owner of all its respective properties, business and assets or
      of the interests in its respective properties, business or assets, in each
      case free and clear of all material liens, and all agreements under which
      the Corporation or any Subsidiary holds an interest in a property,
      business or asset are in good standing according to their terms except
      where the failure to be in such good standing does not and will not have a
      Material Adverse Effect;

	 	 	 
	 	9.1.23 	
      the Corporation will use the net proceeds from the issue
      and sale of the Offered Units primarily to advance the Corporation’s SIRPα
      program and secondarily for the Corporation’s other research and
      development programs from time to time and for general corporate
      purposes;

	 	 	 
	 	9.1.24 	
      neither the Corporation nor any Subsidiary has received
      notice from any governmental or regulatory authority of any jurisdiction
      in which it carries on a material part of its business, or owns or leases
      any material property, of any restriction on its ability to or of a
      requirement for it to qualify to, nor is it otherwise aware of any
      restriction on its ability to or of a requirement for it to qualify to,
      conduct its business in such jurisdiction, except such qualifications as
      have been satisfied or that would not result in a Material Adverse
      Effect;

	 	 	 
	 	9.1.25 	
      Stem Cell Therapeutics Inc. has no material assets or
      material liabilities;

	 	 	 
	 	9.1.26 	
      Computershare Trust Company of Canada at its principal
      office in Toronto has been duly appointed as the Transfer Agent for the
      Common Shares;

	 	 	 
	 	9.1.27 	
      at the Closing Time, Computershare Trust Company of
      Canada at its principal office Toronto will have been duly appointed as
      the Warrant Agent for the Warrants;

	 	 	 
	 	9.1.28 	
      since December 31, 2012, except as disclosed in the
      Information Record: (m) there has not been any material change or change
      in material fact (whether actual, proposed, threatened or contemplated) in
      the Business; (n) there has not been any adverse material change in the
      consolidated financial position of the Corporation; and (o) there has been
      no material transaction entered into by the Corporation or any Subsidiary,
      other than those in the ordinary course of
business;







- 25 - 

	 	9.1.29 	
      the Corporation maintains a system of internal accounting
      controls sufficient to provide reasonable assurance that (p) transactions
      are executed in accordance with management’s general or specific
      authorizations; (q) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with generally accepted
      accounting principles and to maintain asset accountability; and (r) the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences;

	 	 	 
	 	9.1.30 	
      the Financial Statements have been prepared in accordance
      with International Financial Reporting Standards (IFRS) and the Securities
      Laws and present fairly in all material respects the consolidated
      financial position of the Corporation as at their respective
  dates;

	 	 	 
	 	9.1.31 	
      except as disclosed in the Information Record, there are
      no material off-balance sheet transactions, arrangements, obligations
      (including contingent obligations) or other relationships of the
      Corporation or any of its Subsidiaries with unconsolidated entities or
      other persons that could reasonably be expected to have a Material Adverse
      Effect;

	 	 	 
	 	9.1.32 	
      except as disclosed in the Information Record, none of
      the Corporation or any of its Subsidiaries has any contingent liabilities
      in excess of the liabilities that are either reflected or reserved against
      in the financial statements of the Corporation that could reasonably be
      expected to have a Material Adverse Effect;

	 	 	 
	 	9.1.33 	
      the Auditor who provided its audit report on the
      Financial Statements is a firm of independent public accountants as
      required under Securities Laws, are a “participating audit firm” (within
      the meaning of National Instrument 52-108 – Auditor Oversight of the Securities Commission)
      and is in compliance with any restriction or sanction imposed by the
      Canadian Public Accountability Board;

	 	 	 
	 	9.1.34 	
      there has never been a reportable event (within the
      meaning of National Instrument 51-102 – Continuous Disclosure
      Obligations) between the Corporation and its present or former
      auditors;

	 	 	 
	 	9.1.35 	
      each of the Corporation and the Subsidiaries has
      accurately and timely filed all federal, provincial, state, local and
      foreign tax returns that are required to be filed at such time or have
      requested extensions thereof (except in any case in which the failure so
      to file would not have a Material Adverse Effect) and has paid all taxes
      required to be paid by it and any other assessment, fine or penalty levied
      against it, to the extent that any of the foregoing is due and payable,
      except for any such assessment, fine or penalty that is currently being
      contested in good faith;

	 	 	 
	 	9.1.36 	
      each of the Corporation and the Subsidiaries has
      established on its books and records reserves that are adequate for the
      payment of all taxes not yet due and payable and to the Knowledge of the
      Corporation, there are no liens for taxes on the assets of the Corporation
      or any Subsidiary and there are no audits to
the Knowledge of the Corporation to be pending on the tax returns
of the Corporation or any Subsidiary (whether federal, state, provincial, local
or foreign) and there are no claims which have been asserted relating to any
such tax returns, which audits and claims, if determined adversely, would result
in the assertion by any governmental agency of any deficiency that would have a
Material Adverse Effect; 







- 26 - 

	 	9.1.37 	
      no domestic or foreign taxation authority has asserted
      or, to the Knowledge of the Corporation, threatened to assert any
      assessment, claim or liability for taxes due or to become due in
      connection with any review or examination of the tax returns of the
      Corporation or any Subsidiary (including, without limitation, any
      predecessor companies) filed over the last three (3) years which would
      have a Material Adverse Effect;

	 	 	 
	 	9.1.38 	
      to the Knowledge of the Corporation, the minute books and
      records of the Corporation and its Subsidiaries, for the periods from
      their dates of incorporation to the date of examination thereof are all of
      the minute books and records of the Corporation and its Subsidiaries and
      contain copies of all material proceedings of the shareholders, the boards
      of directors and all committees of the boards of directors of the
      Corporation and each Subsidiary to the date of review of such corporate
      records and minute books and there have been no other material meetings,
      resolutions or proceedings of the shareholders, board of directors or any
      committees of the boards of directors of the Corporation or any Subsidiary
      to the date of review of such corporate records and minute books not
      reflected in such minute books and other records. True and complete copies
      of all such minutes and proceedings have been provided to the Agent or the
      Agent’s representatives;

	 	 	 
	 	9.1.39 	
      other than the Subsidiaries, the Corporation does not
      own, directly or indirectly, or exercise control or direction over, and
      has not agreed to acquire outstanding securities of any other corporation
      or options to acquire securities of any other corporation, other than
      marketable securities held in the ordinary course of business, or a
      participating interest in any person;

	 	 	 
	 	9.1.40 	
      other than as disclosed in the Information Record with
      respect to their respective security holdings in the Corporation, none of
      the directors or officers of the Corporation or any associate or affiliate
      of the foregoing has, or to the Knowledge of the Corporation, intends to
      have, any interest, direct or indirect, in any transaction or any proposed
      transaction with the Corporation which would materially affect, is
      material to or will materially affect the Corporation;

	 	 	 
	 	9.1.41 	
      the Corporation is not aware of any legislation, or
      proposed legislation (published by a legislative body), which it
      anticipates will have a Material Adverse Effect;

	 	 	 
	 	9.1.42 	
      each of the Corporation and the Subsidiaries is in
      compliance with all laws respecting employment and employment practices,
      terms and conditions of employment, pay equity and wages, except where
      such non-compliance would not have a Material Adverse
  Effect;







- 27 - 

	 	9.1.43 	
      neither the Corporation nor any Subsidiary has any loans
      or other indebtedness outstanding, outside the normal course of business,
      which has been made to any of its shareholders, officers, directors or
      employees, past or present, or any person not dealing at arm’s length with
      it;

	 	 	 
	 	9.1.44 	
      all material accruals for unpaid vacation pay, premiums
      for unemployment insurance, health premiums, federal or provincial pension
      plan premiums, accrued wages, salaries and commissions and payments for
      any plan for any officer, director, employee or consultant of the
      Corporation or its Subsidiaries have been accurately reflected in the
      books and records of the Corporation.

	 	 	 
	 	9.1.45 	
      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, pension, incentive or otherwise contributed to, or
      required to be contributed to, by the Corporation or its Subsidiary for
      the benefit of any current or former officer, director, employee or
      consultant of the Corporation or its Subsidiary has been maintained in
      material compliance with the terms thereof and with the requirements
      prescribed by any and all statutes, orders, rules, policies and
      regulations that are applicable to any such plan. True and complete copies
      of all such plans have been provided to the Agent;

	 	 	 
	 	9.1.46 	
      no labour dispute exists or, to the Knowledge of the
      Corporation, is imminent with respect to any of the employees of the
      Corporation, which could reasonably be expected to result in a Material
      Adverse Effect; none of the Corporation’s employees is a member of a union
      that relates to such employee’s relationship with the Corporation, and the
      Corporation is not party to a collective bargaining agreement; to the
      Knowledge of the Corporation, no executive officer of the Corporation is,
      or is now expected to be, in violation of any material term of any
      employment agreement, confidentiality, disclosure or proprietary
      information agreement or non-competition agreement, or any other contract
      or agreement or any restrictive covenant in favour of any third party, and
      the continued employment of each such executive officer does not subject
      the Corporation to any liability with respect to any of the foregoing
      matters;

	 	 	 
	 	9.1.47 	
      except as disclosed in the Information Record, none of
      the directors, officers or employees of the Corporation, any known holder
      of more than ten percent (10%) of any class of securities of the
      Corporation, or any known associate or affiliate of any of the foregoing
      persons, has had any material interest, direct or indirect, in any
      material transaction within the previous two (2) years or any proposed
      material transaction which, as the case may be, is material to or will
      materially affect the Corporation;

	 	 	 
	 	9.1.48 	
      with respect to the premises which the Corporation or any
      Subsidiary occupies as tenant, the Corporation or such Subsidiary, as the
      case may be, occupies such leased premises and has the exclusive right to
      occupy and use the leased premises and the leases pursuant to which the Corporation or such
Subsidiary, as the case may be, occupies the leased premises are in good
standing in all material respects and in full force and effect; 







- 28 - 

	 	9.1.49 	
      to the Knowledge of the Corporation, no person who is a
      related party (as such term is defined in National Instrument 61-101 –
      Protection of Minority Security Holders in Special Transactions) to
      the Corporation, together with that persons’ associates, beneficially owns
      or exercises control or direction over 10% or more of the outstanding
      securities of each class of equity securities of the
Corporation;

	 	 	 
	 	9.1.50 	
      each of the Corporation and the Subsidiaries is insured
      against such losses and risks and in such amount as are customary in the
      business in which it is engaged or as are required to be kept in place
      pursuant to its Intellectual Property licenses, credit agreements and
      material contracts. All policies of insurance insuring the Corporation,
      the Subsidiaries or any of their respective businesses, assets, employees,
      officers and directors are in full force and effect, and the Corporation
      and the Subsidiaries are in compliance with the terms of such policies in
      all material respects. There are no material claims by the Corporation or
      any Subsidiary under any such policy or instrument as to which any
      insurance company is denying liability or defending under a reservation of
      rights clause and that would result in a Material Adverse
Effect;

	 	 	 
	 	9.1.51 	
      each of the Corporation and the Subsidiaries, in all
      material respects: (s) is in compliance with any and all applicable
      federal, provincial and local laws and regulations relating to the
      protection of human health and safety, the environment or hazardous or
      toxic substances or wastes, pollutants or contaminants (“Environmental
      Laws”); (t) has received all permits, licences or other approvals
      required under applicable Environmental Laws to conduct its business; and
      (u) is in compliance with all terms and conditions of any such permit,
      license or approval, and there have been no past, and there are no pending
      or, to the Knowledge of the Corporation, threatened claims, complaints,
      notices or requests for information received by the Corporation or any
      Subsidiary with respect to any alleged material violation of any
      Environmental Law and no conditions exist which, with the passage of time,
      or the giving of notice or both, would give rise to liability under any
      Environmental Law; except, in each case, other than those that would not
      have a Material Adverse Effect;







- 29 - 

 

	 	9.1.52 	
      the Corporation or a Subsidiary owns, or has obtained
      valid and enforceable licences for, or other rights to use, all the
      Intellectual Property that is material to the conduct of its Business as
      presently conducted or as intended to be conducted following Closing
      (collectively, the “Material IP”). The Material IP is described in
      a disclosure letter that was delivered to the Agents concurrently with the
      execution of this Agreement. The Corporation (to the Knowledge of the
      Corporation) has no knowledge that it will be unable to obtain any rights
      or licences to use all Intellectual Property necessary for the conduct of
      the Business. The execution and delivery by the Corporation of this
      Agreement and the Ancillary Agreements will not result in the breach of,
      or create on behalf of any third party the right to terminate, impair, modify or demand a
payment under (v) any license, sublicense or other agreement relating to any
Material IP, or (w) any license, sublicense and other agreement as to which the
Corporation or any Subsidiary is a party and pursuant to which the Corporation
or a Subsidiary is authorized to use any third party Material IP, or (x) any
right of the Corporation or any Subsidiary to develop, use, sell, or dispose of,
or to bring any action for the infringement of any Intellectual Property. Except
as disclosed in the Information Record, all such licenses are in good standing
and there is no dispute with any licensor or licensee regarding the terms
thereof. To the Knowledge of the Corporation, there is no infringement by third
parties of any of the Material IP. To the Knowledge of the Corporation, all
Material IP is enforceable and there is no pending or, to the Knowledge of the
Corporation, threatened action, suit, proceeding or claim by others challenging
the Corporation or any Subsidiary’s rights in or to any Intellectual Property,
and the Corporation is unaware of any facts which form a reasonable basis for
any such claim. There is no pending or, to the Knowledge of the Corporation,
threatened action, suit, proceeding or claim by others challenging the validity
or enforceability of any Material IP, and the Corporation is unaware of any
finding of unenforceability or invalidity of the Material IP nor, to the
Knowledge of the Corporation, does it know of any facts that would support such
a claim of invalidity. There is no pending, or to the Knowledge of the
Corporation, threatened action, suit, proceeding or claim by others that the
Corporation infringes, misappropriates or otherwise violates (or would infringe,
misappropriate or otherwise violate upon commercialization of the Corporation or
any Subsidiary’s product or product candidates) any patent, trademark,
copyright, trade secret, confidential information, know how or other proprietary
or Intellectual Property rights of others. To the Knowledge of the Corporation,
there is no patent or patent application by others that contains claims that
interfere with the issued or pending claims of any of the Material IP. To the
Knowledge of the Corporation, there is no prior art that necessarily renders any
patent application owned by the Corporation or any Subsidiary unpatentable that
has not been disclosed to the United States Patent and Trademark Office and the
international equivalents; 
	 	 	
       
	 	9.1.53 	
      the Corporation or any Subsidiary (or parties under
      contractual obligation to the Corporation or a Subsidiary) holds and is in
      compliance with all licences, certificates, approvals and permits from all
      provincial, federal, state, United States, foreign and other regulatory
      authorities that are material to the conduct of the Business as currently
      conducted, all of which are valid and in full force and effect, and there
      is no proceeding pending or, to the Knowledge of the Corporation,
      threatened, which may cause any such license, certificate, approval or
      permit to be withdrawn, cancelled, suspended or not renewed. To the
      Knowledge of the Corporation, it 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 drugs
      in humans or animals or the cultivation, growing or processing of
      genetically modified organisms;







- 30 - 

	 	9.1.54 	
      the clinical, pre-clinical and other studies and tests
      conducted by or on behalf of or sponsored by the Corporation or any
      Subsidiary or in which the Corporation or any Subsidiary or their
      respective products or product candidates that are described in the
      Information Record have participated or the results of which are referred
      to in the Information Record were, to the Knowledge of the Corporation,
      and if still pending are, to the Knowledge of the Corporation, being,
      conducted in accordance with, in the judgment of senior management of the
      Corporation, as applicable, good clinical practice, good laboratory
      practices or scientific standards as appropriate for each particular study
      type. Neither the Corporation nor any Subsidiary has received any notices
      or other correspondence from any such agency requiring the termination,
      suspension or material modification or clinical hold of any clinical or
      pre-clinical studies or tests that are described in the Information Record
      or the results of which are referred to in the Information Record. Neither
      the Corporation, nor any Subsidiary, nor any of their respective employees
      or consultants has been debarred by the United Stated Food and Drug
      Administration nor, to the Knowledge of the Corporation, is any of them
      under investigation (and there are no facts that would warrant
    same);

	 	 	 
	 	9.1.55 	
      neither the Corporation nor any Subsidiary is currently
      pursuing any litigation against any person for any infringement,
      misappropriation or misuse of the Material IP;

	 	 	 
	 	9.1.56 	
      no proceedings have been taken, instituted or, to the
      Knowledge of the Corporation, are pending, for the dissolution or
      liquidation of the Corporation or the Subsidiary;

	 	 	 
	 	9.1.57 	
      there are no outstanding claims, actions, suits,
      litigation, arbitration, investigations or proceedings, whether or not
      purportedly on behalf of the Corporation or any Subsidiary, or, to the
      Knowledge of the Corporation, proposed or threatened in writing against
      the Corporation or any Subsidiary which, if determined adversely to the
      Corporation or such Subsidiary would have a Material Adverse Effect or
      which may restrict or prohibit the ability of the Corporation to perform
      its obligations hereunder;

	 	 	 
	 	9.1.58 	
      the attributes of each of the Offered Securities and
      Compensation Option Securities conforms in all material respects to the
      description thereof contained in the Ancillary Documents;

	 	 	 
	 	9.1.59 	
      each Ancillary Document will, at the Closing Time, be
      duly authorized, executed and delivered by the Corporation and will
      constitute a valid and binding obligation of the Corporation enforceable
      against it in accordance with its terms, except as enforcement thereof may
      be limited by bankruptcy, insolvency, reorganization, moratorium and other
      laws relating to or affecting the rights of creditors generally, and
      except as limited by the application of equitable principles when
      equitable remedies are sought and by the fact that rights to indemnity,
      contribution and waiver, and the ability to sever unenforceable terms, may
      be limited by applicable law;







- 31 - 

	 	9.1.60 	
      for tax purposes, the Corporation is allocating the
      Purchase Price (y) for each Unit as to Cdn.$0.2025 for the underlying Unit
      Share and Cdn.$0.0075 for the underlying three-quarters of a Warrant and
      (z) for each Preferred Unit as to Cdn.$0.2025 for the underlying Preferred
      Unit Share and Cdn.$0.0075 for the underlying three-quarters of a
      Warrant;

	 	 	 	 
	 	9.1.61 	
      all outstanding Common Shares of the Corporation have
      been duly authorized for issuance and were validly issued as fully paid
      and non-assessable Common Shares and were not issued in violation of or
      subject to any pre-emptive rights or other contractual rights to purchase
      securities issued by the Corporation;

	 	 	 	 
	 	9.1.62 	
      the Corporation has taken all necessary corporate action
      to authorize the creation, issue and sale, as applicable, of:

	 	 	 	 
	 		(a) 	
      the Unit Shares comprising the Units and, upon payment
      for the Units, the Unit Shares will be validly issued as fully paid and
      non-assessable Common Shares;

	 	 	 	 
	 		(b) 	
      the Preferred Unit Shares comprising the Preferred Units
      and, upon payment for the Preferred Units, the Preferred Unit Shares will
      be validly issued as fully paid and non-assessable Preferred
  Shares;

	 	 	 	 
	 		(c) 	
      the Warrants comprising the Offered Units and, upon
      payment for the Offered Units, the Warrants will be validly created and
      issued;

	 	 	 	 
	 		(d) 	
      the Warrant Common Shares and, upon payment of the
      Exercise Price therefor in accordance with the terms of the Warrant
      Indenture, the Warrant Common Shares will be validly issued as fully paid
      and non- assessable Common Shares;

	 	 	 	 
	 		(e) 	
      the Preferred Unit Common Shares and, upon conversion of
      the Preferred Unit Shares in accordance with the articles of the
      Corporation, the Preferred Unit Common Shares will be validly issued as
      fully paid and non-assessable Common Shares;

	 	 	 	 
	 		(f) 	
      the Compensation Options, and upon issue thereof in
      accordance with the terms of this Agreement, the Compensation Options will
      be validly created and issued; and

	 	 	 	 
	 		(g) 	
      the Compensation Option Shares and, upon payment of the
      exercise price therefor in accordance with the terms of the Compensation
      Options, the Compensation Option Shares will be validly issued as fully
      paid and non- assessable Common Shares;

	 	 	 	 
	 	9.1.63 	
      the definitive forms of certificates representing the
      Common Shares and Preferred Shares are in proper form under the laws of
      Ontario and comply in all material respects with the requirements of the
      Stock Exchange and do not conflict with the constating documents of the
      Corporation;







- 32 - 

	 	9.1.64 	
      the definitive form of certificate representing the
      Compensation Options will not conflict with the constating documents of
      the Corporation;

	 	 	 
	 	9.1.65 	
      all agreements required to be filed under the
      Corporation’s timely and continuous disclosure obligations under
      Securities Laws of each of the Offering Jurisdictions (other than
      agreements which have terminated since the time of such filing obligation)
      are valid and enforceable against the Corporation in accordance with their
      respective terms, except (aa) as enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization, or moratorium or
      similar laws affecting creditors’ and contracting parties’ right
      generally; and (bb) as enforceability may be subject to general principles
      of equity and except as right to indemnity and contribution may be limited
      by state or federal securities laws or public policy underlying such
      laws;

	 	 	 
	 	9.1.66 	
      the Corporation has taken no action that would give rise
      to any claim by any Person for brokerage commissions, placement agent’s
      fees, or similar payments relating to this Agreement or the transaction
      contemplated hereby, except for dealings with the Agents, whose
      commissions and fees will be paid by the Corporation;

	 	 	 
	 	9.1.67 	
      there are no disagreements of any kind presently
      existing, or reasonably anticipated by the Corporation to arise between
      the Corporation and the accountants, lawyers and patent agents formerly or
      presently employed by the Corporation and the Corporation is current with
      respect to any fees owed to its accountants and lawyers which could affect
      the Corporation’s ability to perform any of its obligations under this
      Agreement;

	 	 	 
	 	9.1.68 	
      based on the consolidated financial condition of the
      Corporation as of the Closing Date, immediately after giving effect to the
      receipt by the Corporation of the proceeds from the sale of the Offered
      Units hereunder: (a) the fair saleable value of the Corporation’s assets
      exceeds the amount that will be required to be paid on or in respect of
      the Corporation’s existing debts and other liabilities (including known
      contingent liabilities) as they mature; (b) the Corporation’s assets do
      not constitute unreasonably small capital to carry on its business as now
      conducted and as proposed to be conducted including its capital needs
      taking into account the particular capital requirements of the business
      conducted by the Corporation, consolidated and projected capital
      requirements and capital availability thereof; and (c) the current cash
      flow of the Corporation, together with the proceeds the Corporation would
      receive, were it to liquidate all of its assets, after taking into account
      all anticipated uses of the cash, would be sufficient to pay all amounts
      on or in respect of its liabilities when such amounts are required to be
      paid; the Corporation has no knowledge of any facts or circumstances which
      lead it to believe that it will file for reorganization or liquidation
      under the bankruptcy or reorganization laws of any jurisdiction within one
      year from the Closing Date;







- 33 - 

		9.1.69 	
      the Corporation is not required by applicable laws, Stock
      Exchange rules, or its constating documents to obtain the approval of its
      shareholders in order to issue any of the Offered Securities or
      Compensation Option Securities; and

	 	 	 
		9.1.70 	
      no class of the Corporation’s securities is registered,
      or required to be registered, pursuant to section 12 of the 1934 Act, and
      the Corporation does not have a reporting obligation pursuant to Section
      15(d) of the 1934 Act.

	 	 	 
	9.2 	
      The Agent will be entitled to rely on the respective
      representations and warranties of the Corporation contained in this
      Agreement or any certificate delivered pursuant to this Agreement
      notwithstanding investigations which the Agent may undertake or may have
      undertaken or which may be undertaken or may have been undertaken on the
      Agent’s behalf.




	Section 10. 	Covenants of the Corporation
  



	10.1 	
      Consents and Approvals: The Corporation covenants
      and agrees with the Agent, and acknowledges that such covenants are also
      being provided for the benefit of the Purchasers, that the Corporation
      will:

	 	 	 
		10.1.1 	
      obtain, to the extent not already obtained, the necessary
      regulatory consents from the Stock Exchange and, to the extent necessary,
      from the Securities Commissions of the Offering Jurisdictions for the
      Offering on such terms as are mutually acceptable to the Agent and the
      Corporation, acting reasonably;

	 	 	 
		10.1.2 	
      arrange for the listing of the Unit Shares, Preferred
      Unit Common Shares, Warrant Common Shares and the Compensation Option
      Shares on the Stock Exchange upon issuance of such securities;
  and

	 	 	 
		10.1.3 	
      make all necessary filings and obtain all other necessary
      regulatory and other consents and approvals required in connection with
      the transactions contemplated by this Agreement.

	 	 	 
	10.2 	
      General: The Corporation hereby covenants and
      agrees with the Agent, and acknowledges that such covenants are also being
      provided for the benefit of the Purchasers, that the Corporation
    will:

	 	 	 
		10.2.1 	
      fulfill all legal requirements to permit the issue,
      offering and sale of the Offered Units and the issue of the Compensation
      Options, including compliance with the Securities Laws of the Offering
      Jurisdictions to enable the Offered Units to be offered for sale and sold
      without the necessity of filing a prospectus in the Offering
      Jurisdictions;

	 	 	 
		10.2.2 	
      use commercially reasonable efforts to maintain the
      listing of the Common Shares on the Stock Exchange (or on the Toronto
      Stock Exchange) and the status of the Corporation as a reporting issuer
      not in default under the securities legislation of each of the Reporting
      Jurisdictions for a period of twenty-four (24) months after the Closing
      Date;







- 34 - 

	 	10.2.3 	
      in a timely manner following the Closing Date, file such
      documents as may be required under the Securities Laws of the Offering
      Jurisdictions relating to the offering of the Offered Units and
      Compensation Options which, without limiting the generality of the
      foregoing, shall include a Form 45-106F1 as prescribed by National
      Instrument 45-106 – Prospectus and Registration Exemptions of the
      Canadian Securities Administrators;

	 	 	 
	 	10.2.4 	
      until the date that is six (6) months after the Closing
      Date, not undertake a reverse or forward stock split or reclassification
      of the Common Shares without the prior written consent of the Lead Agent,
      provided, however, that no consent shall be required for a
      reverse stock split of the Common Shares that the board of directors of
      the Corporation, in the good faith exercise of its business judgment,
      determines to be necessary or advisable to list the Common Shares on the
      Stock Exchange or another trading market;

	 	 	 
	 	10.2.5 	
      reserve and keep available at all times during which the
      Warrants and Compensation Options remain exercisable and the Preferred
      Unit Shares remain convertible, free of pre-emptive rights and liens,
      other than restrictions on transfer provided for in this Agreement or any
      Ancillary Document or imposed by Securities Laws, a sufficient number of
      Common Shares for the purpose of enabling the Corporation to issue Warrant
      Common Shares, Compensation Option Shares and Preferred Unit Common
      Shares; and

	 	 	 
	 	10.2.6 	
      use the net proceeds from the issue and sale of the
      Offered Units primarily to advance the Corporation’s SIRPα program and
      secondarily for the Corporation’s other research and development programs
      from time to time and for general corporate
purposes.




	Section 11. 	Termination 



	11.1 	
      Non-Compliance Out: If the Corporation does not
      comply in all material respects with the conditions of this Agreement, and
      such non-compliance does or would reasonably be expected to prevent,
      restrict or otherwise adversely affect the distribution of the Offered
      Units in accordance with the terms of this Agreement or would reasonably
      be expected to impact adversely on the market price of the Common Shares
      or marketability of the Offered Units in any of the Offering
      Jurisdictions, the Agents may terminate their obligations under this
      Agreement by written notice to that effect given to the Corporation on or
      prior to the Closing Time and in such event the Agents’ obligations shall
      be at an end. It is understood that the Agents may waive in whole or in
      part non-compliance therewith without prejudice to such rights in respect
      of any other condition or conditions or any other or subsequent breach or
      non-compliance, provided that any such waiver or extension shall be
      binding upon the Agents only if the same is in writing.

	 	 
	11.2 	
      Due Diligence Out: If at any time prior to the
      Closing Time the Agents and their representatives shall, in their sole
      discretion, acting reasonably, not be satisfied with the results of their
      due diligence investigations and examinations of the Corporation and its
      Subsidiaries, then the Agents shall be entitled, at their option, to
      terminate their obligations under this Agreement by written notice to that
effect given to the Corporation at or prior to the Closing Time; 







- 35 - 

	11.3 	
      Material Change Out: If at any time prior to the
      Closing Time there shall occur any adverse material change in the
      business, affairs, operations, assets, liabilities (contingent or
      otherwise), capital or control of the Corporation and its Subsidiaries,
      taken as a whole, or change in material fact, or the Agent becomes aware
      of any undisclosed adverse material fact relating to the Corporation or
      its Subsidiaries, or other adverse material development which, in the
      opinion of the Agents, acting reasonably, would have a material adverse
      effect on the market price of the Common Shares or the marketability of
      the Offered Units, then the Agents shall be entitled, at their option, to
      terminate its obligations under this Agreement by written notice to that
      effect given to the Corporation at or prior to the Closing Time.

	 	 
	11.4 	
      Disaster Out: If at any time prior to the Closing
      Time there should develop, occur or come into effect or existence any
      event, action, state, condition or occurrence of national or international
      consequence, including any act of terrorism, war or like event, or any law
      or regulation, which in the opinion of the Agents, acting reasonably,
      seriously adversely affects, or would seriously adversely affect the
      Canadian, United States or international financial markets or the
      business, affairs, operations, assets, liabilities (contingent or
      otherwise), capital or control of the Corporation and its Subsidiaries,
      taken as a whole, the market price of the Common Shares or the
      marketability of the Offered Units, the Agents shall be entitled, at their
      option, to terminate its obligations under this Agreement by written
      notice to that effect given to the Corporation at or prior to the Closing
      Time.

	 	 
	11.5 	
      Market Out: If at any time prior to the Closing
      Time, the state of financial markets in Canada or elsewhere where it is
      planned to market the Offered Units is such that, in the reasonable
      opinion of the Agents, the Offered Units cannot be marketed profitably,
      the Agents shall be entitled, at their option, to terminate its
      obligations under this Agreement by written notice to that effect given to
      the Corporation at or prior to the Closing Time.

	 	 
	11.6 	
      Regulatory and Litigation Out: If at any time
      prior to the Closing Time there shall occur any change in any of the
      Securities Laws, or if any enquiry, action, suit, investigation or other
      proceeding, whether formal or informal, in relation to the Corporation,
      its Subsidiaries or the distribution of the Offered Units should be
      instituted or any order under or pursuant to any laws or regulations of
      any of the Offering Jurisdictions or by the Stock Exchange or any other
      regulatory or governmental authority should be made or issued (except for
      any such order based upon the activities or alleged activities of the
      Agent and not of the Corporation) which, in the reasonable opinion of the
      Agents, operates to prevent or restrict the trading of the Common Shares
      or the distribution of the Offered Units or materially adversely affects
      or will materially adversely affect the market price of the Common Shares
      or the marketability of the Offered Units, the Agents shall be entitled,
      at their option, to terminate its obligations under this Agreement by
      written notice to that effect given to the Corporation at or prior to the
      Closing Time.

	 	 
	11.7 	
      Termination Mechanics: Any termination by the
      Agents pursuant to the provisions of this Agreement shall be effected by
      notice in writing delivered or sent via fax or email to
  the Corporation as set forth in Section 16. The rights of
termination contained in Sections 11.1 through 11.6 are in
addition to any other rights or remedies the Agents may have in respect of any
default, misrepresentation, act or failure to act of the Corporation in respect
of any matters contemplated by this Agreement. In the event of any such
termination, there shall be no further liability on the part of the Corporation
or the Agents except for any liability provided for in Sections 12 and
13. 







- 36 - 

	Section 12. 	Indemnity and Contribution




	12.1 	
      Indemnity: The Corporation hereby covenants and
      agrees to protect, indemnify and save harmless the Agents and each
      securities dealer which is a member of any Selling Dealer Group formed by
      the Agents in connection with the Offering, each of the associates and
      affiliates of each of them and the respective directors, officers,
      employees, shareholders, partners, advisors and agents of the Agents and
      each securities dealer which is a member of any Selling Dealer Group
      formed by the Agents in connection with the Offering and of each of the
      associates and affiliates of each of them (each an “Indemnified
      Person” and collectively the “Indemnified Persons”) from and
      against all losses (other than a loss of profits), claims, damages,
      payments, liabilities, costs, fines, penalties and expenses (including the
      amount paid in settlement of any claim, action, suit or proceeding and the
      fees and expenses of counsel on a solicitor and his own client basis
      incurred obtaining advice in respect of, or in investigating, defending or
      settling, any such claim, action, suit or proceeding), joint or several,
      of whatsoever nature or kind to which an Indemnified Person may become
      subject or otherwise involved in any capacity under statute or common law
      or otherwise caused or incurred by reason of or in any way arising,
      directly or indirectly, from, by virtue of, or related to, enforcing the
      provisions of this Agreement, or:

	 	 	 
		12.1.1 	
      the Agents having acted as agents in respect of the
      Offering or the Selling Dealer Group members having acted as Selling
      Dealer Group members in respect of the Offering (other than by reason of
      the fraud, gross negligence or wilful misconduct of the Agents or the
      Selling Dealer Group members, provided that this exception shall only
      apply to the applicable Agent or Selling Dealer Group member or Selling
      Dealer Group members which have acted fraudulently, been grossly negligent
      or committed wilful misconduct);

	 	 	 
		12.1.2 	
      any statement or information contained in the Information
      Record which at the time and in light of the circumstances under which it
      was made containing or being alleged to contain a misrepresentation or
      being or being alleged to be untrue, false or misleading;

	 	 	 
		12.1.3 	
      the omission or alleged omission to state in the
      Information Record any material fact required to be stated therein or
      necessary to make any statement therein not misleading in light of the
      circumstances under which it was made;

	 	 	 
		12.1.4 	
      any order made or inquiry, investigation or proceeding
      commenced or threatened by any officer or official of the Stock Exchange,
      any securities commission or authority or any other competent authority,
      not based upon the activities or the alleged activities of the applicable Agent or member of any
Selling Dealer Group formed by the Agents in connection with the Offering; 







- 37 - 

	 	12.1.5 	
      the non-compliance or alleged non-compliance by the
      Corporation with any of the Securities Laws of the Offering Jurisdictions
      or any other applicable law in connection with the transactions
      contemplated herein;

	 	 	 
	 	12.1.6 	
      any fraud, gross negligence or wilful misconduct by the
      Corporation relating to or connected with the sale by the Corpo ration of
      the Offered Units;

	 	 	 
	 	12.1.7 	
      any misrepresentation or alleged misrepresentation
      (except any made by the Agents or Selling Dealer Group members and for
      which the Agents did not rely on any information provided by the
      Corporation or anyone acting on its behalf, provided that this exception
      shall only apply to the applicable Agent or Selling Dealer Group member or
      Selling Dealer Group members who have made such misrepresentation or
      alleged misrepresentation) relating to the Offering or the Offered Units,
      whether oral or written and whether made during and in connection with the
      Offering or in respect of the trading of the Offered Units in the
      secondary market after the completion of the Offering, where such
      misrepresentation or alleged misrepresentation may give or gives rise to
      any other liability under any statute in any jurisdiction which is in
      force on the date of this Agreement or which comes into force after that
      date;

	 	 	 
	 	12.1.8 	
      any failure or alleged failure to make timely disclosure
      of a material change by the Corporation, whether such failure or alleged
      failure occurs during the Offering or after the completion of the
      Offering, where such failure relates to the Offering or the Offered Units
      and may give or gives rise to any liability under any statute in any
      jurisdiction which is in force on the date of this Agreement or which
      comes into force after that date; or

	 	 	 
	 	12.1.9 	
      the breach of, or default under, any representation,
      warranty, term, condition, covenant or agreement of the Corporation made
      or contained herein or in any other document of the Corporation delivered
      pursuant hereto or made by the Corporation in connection with the sale of
      the Offered Units or any representation or warranty of the Corporation
      made or contained herein or in any other document of the Corporation
      delivered pursuant hereto or in connection with the sale of the Offered
      Units being or being alleged to be untrue, false or
  misleading.



If any matter or thing contemplated by
this Section 12 shall be asserted against any Indemnified Person in
respect of which indemnification is or might reasonably be considered to be
provided hereunder, such Indemnified Person shall notify the Corporation as soon
as possible of the nature of such claim and the Corporation shall be entitled,
but not required, to assume the defence of any action, suit or proceeding
brought to enforce such claim; provided, however, that the defence
shall be through legal counsel reasonably acceptable to the Indemnified Person
and that no settlement may be made by the Corporation or the Indemnified Person
without the prior written consent of the other of them and the Corporation shall
not be liable for any settlement of any such claim unless it has consented in writing to such settlement. 




- 38 - 

	12.2 	
      Counsel: In any claim referred to in Section
      12, the Indemnified Person shall have the right to retain separate
      legal counsel to act on behalf of such Indemnified Person provided that
      the fees and disbursements of such separate legal counsel shall be paid by
      the Indemnified Person unless:

	 	 	 
		12.2.1 	
      the Corporation fails to assume the defence of such claim
      on behalf of the Indemnified Person within ten (10) days of receiving
      notice of such claim;

	 	 	 
		12.2.2 	
      the Corporation and the Indemnified Person shall have
      mutually agreed to the retention of such separate legal counsel;
  or

	 	 	 
		12.2.3 	
      the named parties to such claim (including any added,
      third or impleaded parties) include both the Corporation and the
      Indemnified Person and the Indemnified Person has been advised by legal
      counsel that representation of both the Corporation and the Indemnified
      Person by the same legal counsel would be inappropriate due to actual or
      potential differing interests between them;

	 	 	 
		
      in which event or events the reasonable fees and
      disbursements of such separate legal counsel shall be paid by the
      Corporation. Where more than one Indemnified Person is entitled to retain
      separate counsel in the circumstances described in this Section
      12.2, all Indemnified Persons shall be represented by one separate
      legal counsel and the fees and disbursements of only one separate legal counsel for all
      Indemnified Persons shall be paid by the Corporation, unless:

	 	 	 
		12.2.4 	
      the Corporation and the Indemnified Persons have mutually
      agreed to the retention of more than one legal counsel for the Indemnified
      Persons; or

	 	 	 
		12.2.5 	
      the Indemnified Persons have or any of them has been
      advised in writing by legal counsel that representation of all of the
      Indemnified Persons by the same legal counsel would be inappropriate due
      to actual or potential differing interests between them.

	 	 	 
	12.3 	
      Waiver of Right: The Corporation hereby waives its
      right to recover contribution from the Agents and the other Indemnified
      Persons with respect to any liability of the Corporation by reason of or
      arising out of the indemnity provided by the Corporation in this
      Section 12; provided, however, that such waiver shall
      not apply in respect of any Agent for any liability directly caused or
      incurred by reason or arising out of any fraud, gross negligence or wilful
      misconduct of that Agent or information or statements relating solely to,
      and provided by, that Agent or any failure by that Agent in connection
      with the Offering to provide to Purchasers any document which the
      Corporation is required to provide to the Purchasers and which the
      Corporation has provided or made available to that Agent to forward to the
      Purchasers.







- 39 - 

	12.4 	
      Contribution:

	 	 	 	 
		12.4.1 	
      In order to provide for just and equitable contribution
      in circumstances in which the indemnity contained in this Section 12
      is, for any reason of policy or otherwise, held to be unavailable to
      or unenforceable by, in whole or in part, an Indemnified Person other than
      in accordance with the provisions of this Section 12, the
      Corporation shall contribute forthwith to the aggregate losses (other than
      a loss of profit), claims, damages, payments, liabilities, costs, fines,
      penalties and expenses (including the amount paid in settlement of any
      claim, action, suit or proceeding and the fees and expenses of counsel on
      a solicitor and his own client basis incurred obtaining advice in respect
      of, or in investigating, defending or settling, any such claim, action,
      suit or proceeding) of the nature contemplated by such indemnity incurred
      or paid by the Indemnified Person in such proportion as is appropriate to
      reflect not only the relative benefits received by the Corporation on the
      one hand and the Indemnified Person on the other hand in connection with
      the Offering but also the relative fault of the Corporation on the one
      hand and the Indemnified Person on the other hand in connection with the
      matters, things and actions which resulted in such losses, claims,
      damages, payments, liabilities, costs, fines, penalties or expenses as
      well as any other relevant equitable considerations or, if such allocation
      is not permitted by applicable law, in such proportion so that the
      Indemnified Person shall be responsible for the proportion represented by
      the percentage that the Agent’s Fee per Offered Unit bears to the Purchase
      Price and the Corporation shall be responsible for the balance, whether or
      not they are a party to the same or separate claims; provided,
      however, that no person who has engaged in any fraud, gross
      negligence or wilful misconduct shall be entitled to contribution from any
      person who has not engaged in any fraud, gross negligence or wilful
      misconduct and further provided that in no event shall any Agent be
      responsible for any amount in excess of the portion of Agent’s Fee,
      however paid, actually received from the Corporation under this Agreement
      and retained by that Agent. For purposes of this Section 12.4,
      relative fault shall be determined by reference to, among other things,
      whether any untrue or alleged untrue statement of a material fact or any
      omission or alleged omission to state a material fact relates to
      information supplied by the Corporation on the one hand or an Agent on the
      other hand and the relevant intent, knowledge, access to information and
      opportunity to correct or prevent any such untrue statement or omission of
      the Corporation and the Indemnified Person.

	 	 	 	 
		12.4.2 	
      In the event that the Corporation is held to be entitled
      to contribution from an Agent under the provisions of any statute or law,
      the Corporation shall be limited to such contribution in an amount not
      exceeding the lesser of:

	 	 	 	 
			(a) 	
      the portion of the amount of the loss or liability giving
      rise to such contribution for which that Agent is responsible as
      determined in accordance with Section 12.4.1;
and







- 40 - 

	 	(b) 	
      the amount of the Agent’s Fee actually received from the
      Corporation under this Agreement and retained by that
  Agent.




		12.4.3 	
      For purposes of this Section 12.4, each party
      hereto shall give prompt notice to the other parties hereto of any claim,
      action, suit or proceeding threatened or commenced in respect of which a
      claim for contribution may be made under this Section
  12.4.

	 	 	 
	12.5 	
      Held in Trust: To the extent that the indemnity
      and right to contribution contained in Section 12 is given in
      favour of a person who is not a party to this Agreement, the Corporation
      hereby constitutes the Lead Agent as trustee for such person for such
      indemnity, right to contribution and the covenants given by Corporation to
      such person in this Agreement. The Lead Agent hereby accepts such trust
      and holds such indemnity, right to contribution and covenants for the
      benefit of such persons. The benefit of such indemnity, right to
      contribution and covenants shall be held by the Lead Agent in trust for
      the persons in favour of whom such indemnities, right to contribution and
      covenants are given and may be enforced directly by such
persons.

	 	 	 
	12.6 	
      Indemnity re Investigations: The Corporation
      agrees that, if any investigation is commenced in respect of the
      Corporation and/or an Indemnified Person and an Indemnified Person or its
      personnel are required to testify in connection therewith or shall be
      required to respond to procedures designed to discover information
      regarding, in connection with or by reason of the Offering, the
      Indemnified Person shall have the right to employ its own counsel in
      connection therewith, and the reasonable fees and expenses of such counsel
      as well as the reasonable costs (including an amount to reimburse the
      Indemnified Person for time spent by its personnel in connection therewith
      at their normal per diem rates together with such disbursements and
      out-of-pocket expenses incurred by the personnel in connection therewith)
      shall be paid by the Corporation as they occur.

	 	 	 
	12.7 	
      Survival: The obligations under Section 12
      shall apply whether or not the transactions contemplated by this
      Agreement are completed and shall survive the completion of the
      transactions contemplated under this Agreement and the termination of this
      Agreement.




	Section 13. 	Expenses 


Whether or not the transactions contemplated by this Agreement
are consummated or this Agreement is terminated, all expenses of or incidental
to the issue, sale, distribution and delivery of the Offered Units and
Compensation Options and of or incidental to all matters in connection with the
transactions herein set out shall be borne by the Corporation including, all
printing costs, filing fees, the reasonable fees and disbursements of legal
counsel for the Agents (plus applicable taxes) and the reasonable out-of-pocket
expenses (plus applicable taxes) of the Agents, including road show and travel
expenses. 

	Section 14. 	Restrictions on Further Issues or Sales
    


During the period commencing the date of this Agreement and
ending on the day which is ninety (90) days following the Closing Date, the
Corporation will not, directly or indirectly, without the prior written consent of the Lead Agent (which consent will not
be unreasonably withheld), issue, offer, sell, contract to sell, grant any
option to purchase, transfer, assign or otherwise dispose of any Common Shares
or any securities convertible into or exchangeable for any Common Shares, except
in conjunction with: (cc) the exercise or grant in the normal course of stock
options and other similar issuances pursuant to the share incentive plan of the
Corporation and other share compensation arrangements outstanding as of the date
hereof; or (dd) outstanding warrants, the Warrants, the Preferred Unit Shares or
the Compensation Options. 




- 41 - 

	Section 15. 	No Fiduciary Duty 


The Corporation: (ee) acknowledges and agrees that the Agents
have certain statutory obligations as registrants under applicable Securities
Laws and have fiduciary relationships with their respective clients; and (ff)
consents to the Agents acting hereunder while continuing to act for their
respective clients. To the extent that the Agents’ statutory obligations as
registrants under applicable Securities Laws or fiduciary relationships with
their respective clients conflicts with their obligations hereunder, the Agents
shall be entitled to fulfill their statutory obligations as registrants under
applicable Securities Laws and their duties to their respective clients. Nothing
in this Agreement shall be interpreted to prevent the Agents from fulfilling
their statutory obligations as registrants under applicable Securities Laws or
to act as fiduciaries of their respective clients. 

	Section 16. 	Notices 


Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be personally delivered or sent by
facsimile on a Business Day to the following addresses: 

	16.1 	
      in the case of the
Corporation:




	 	Stem Cell Therapeutics Corp. 
	 	96 Skyway Avenue 
	 	Toronto, Ontario M9W 4Y9 
	 	Attention: 	Dr. Niclas Stiernholm, President & CEO
  
	 	E-mail: 	niclas@stemcellthera.com 
	 	  	  
	 	with a copy (which copy shall not
      constitute notice) to: 
	 	  	  
	 	Borden Ladner Gervais LLP 
	 	Scotia Plaza 	  
	 	40 King Street West, 44th Floor

	 	Toronto, Ontario M5H 3Y4 
	 	  	  
	 	Attention: 	Manoj Pundit 
	 	Email: 	mpundit@blg.com 
	 	Fax: 	416-682-2841 






- 42 - 

	(b) 	
      in the case of the Agents:




	 	Bloom Burton & Co. Inc. 
	 	65 Front Street East 
	 	Suite 300 	  
	 	Toronto, Ontario M5E 1B5 
	 	  	  
	 	Attention: 	Jolyon Burton, CEO & Head of Investment
      Banking 
	 	Email: 	jburton@bloomburton.com 
	 	Fax: 	416-640-7580 
	 	  	  
	 	ROTH Capital Partners, LLC 
	 	888 San Clemente Drive 
	 	Suite 400 	  
	 	Newport Beach, CA 92660 
	 	  	  
	 	Attention: 	Michael Margolis, R.Ph., Managing Director
  
	 	Email: 	mmargolis@roth.com 
	 	Fax: 	949-720-7227 
	 	  	  
	 	with a copy (which copy shall not
      constitute notice) to: 
	 	  	  
	 	Gowling Lafleur Henderson LLP 
	 	Suite 1600, 	  
	 	100 King Street West 
	 	1 First Canadian Place 
	 	Toronto, Ontario M5X 1G5 
	 	  	  
	 	Attention: 	Vanessa Grant 
	 	Email: 	vanessa.grant@gowlings.com 
	 	Fax: 	416-862-7661 


The parties may change their respective addresses for notices
by notice given in the manner set out above. Any notice or other communication
will be in writing, and unless delivered personally to the addressee or to a
responsible officer of the addressee, as applicable, will be given by fax or
email and will be deemed to have been given when (i) in the case of a notice
delivered personally to a responsible officer of the addressee, when so
delivered; and (ii) in the case of a notice delivered or given by fax, on the
first (1st) Business Day following the day on which it is sent. 

	Section 17. 	Miscellaneous 



	17.1 	
      Governing Law: This Agreement shall be governed by
      and be interpreted in accordance with the laws of the Province of Ontario
      and the federal laws of Canada applicable therein and the parties hereto
      irrevocably attorn to the jurisdiction of the courts of such
    province.

	 	 
	17.2 	
      Time of Essence: Time shall be of the essence of
      this Agreement.







- 43 - 

	17.3 	
      Survival: Except for as expressly provided herein,
      all representations, warranties, covenants and agreements of the
      Corporation herein contained or contained in any documents contemplated
      by, or delivered pursuant to, this Agreement or in connection with the
      purchase and sale of the Offered Units shall survive the purchase and sale
      of the Offered Units and the termination of this Agreement and shall
      continue in full force and effect for the benefit of the Agents,
      regardless of any subsequent disposition of Offered Units or any
      investigation by or on behalf of the Agents with respect
thereto.

	 	 
	17.4 	
      Counterparts: This Agreement may be executed by
      any one or more of the parties to this Agreement by fax, email or in any
      number of counterparts, each of which when so executed shall be deemed to
      be an original and all of which when taken together shall constitute one
      and the same agreement.

	 	 
	17.5 	
      Entire Agreement: This Agreement and all
      agreements, documents and instruments delivered in connection herewith
      constitutes the entire agreement between the Corporation and the Agents in
      connection with the issue and sale of the Offered Units by the Corporation
      and supersedes all prior agreements, understandings, negotiations and
      discussions, whether oral or written, including, but not limited to, the
      Engagement Letter.

	 	 
	17.6 	
      Severability: If any provision of this Agreement
      is determined to be void or unenforceable in whole or in part, it shall be
      deemed not to affect or impair the validity of any other provision of this
      Agreement and such void or unenforceable provision shall be severed from
      this Agreement.

	 	 
	17.7 	
      Assignment and Enurement: The terms and provisions
      of this Agreement will be binding upon and enure to the benefit of the
      Corporation and the Agents and their respective successors and assigns;
      provided that, except as otherwise provided in this Agreement, this
      Agreement will not be assignable by any party without the written consent
      of the other and any purported assignment without that consent will be
      invalid and of no force and effect.

	 	 
	17.8 	
      Reference to Agents: Upon the request of any
      Agent, the Corporation will include a reference to that Agent and its role
      in any press release or other public communication issued by the
      Corporation relating to the Offering. If the Offering is successfully
      completed, the Agents will be permitted to publish, at their own expense,
      such advertisements or announcements relating to the services provided
      hereunder in such newspaper or other publications as the Agents consider
      appropriate.



[signature pages follow]




- S-1 - 

If the foregoing is in accordance with your understanding and
is agreed to by you, please signify your acceptance by executing the enclosed
copies of this letter where indicated below and returning them to the Lead
Agent, upon which this letter as so accepted shall constitute an agreement among
us. 

Yours very truly, 

	 	BLOOM BURTON & CO.
      INC. 
	 	    
	 	  	 
	 	Per: 	“Jolyon Burton” (Signed) 
	 	  	Authorized Signatory 
	 	    	 
	 	 
	 	ROTH CAPITAL PARTNERS,
      LLC 
	 	    
	 	  	 
	 	Per: 	“Aaron Gurewitz” (Signed) 
	 	  	Authorized Signatory







- S-2 - 

The foregoing is accepted and agreed to as of the date first
above written. 

Yours very truly, 

	 	STEM CELL THERAPEUTICS
      CORP. 
	 	  	  	  
	 	  	  	  
	 	Per: 	“Niclas Stiernholm” (signed) 
	 	  	Name: 	Dr. Niclas Stiernholm 
	 	  	Title: 	President & CEO







APPENDIX A 
FORM OF U.S. CERTIFICATE 


In connection with the private placement in the United States
or to, or for the account or benefit of, persons in the United States or U.S.
Persons of the Offered Units of Stem Cell Therapeutics Corp. (the
“Issuer”) pursuant to the agency agreement dated as of December 13, 2013,
between the Issuer and the Agents named therein (the “Agency Agreement”),
the undersigned • (the “U.S. Agent”) does hereby certify that: 

	1.1 	
      the Offered Securities have been offered in the United
      States or to, or for the account or benefit of, persons in the United
      States or U.S. Persons only by the U.S. Agent which (i) is, and was on the
      date of each offer and sale of Offered Securities in the United States or
      to, or for the account or benefit of, persons in the United States or U.S.
      Persons, duly registered as a broker-dealer pursuant to Section 15(b) of
      the 1934 Act and under the laws of each state in which such offer or sale
      was made (unless exempted from the respective state’s broker-dealer
      registration requirements), and is a member of, and in good standing with,
      the Financial Industry Regulatory Authority, Inc., and (ii) effected all
      offers and sales of such Offered Securities in accordance with all U.S.
      federal and state broker-dealer requirements;

	 	 
	1.2 	
      it acknowledges the Offered Securities have not been and
      will not be registered under the 1933 Act or any applicable state
      securities laws and may not be offered or sold within the United States or
      to, or for the account or benefit of, persons in the United States or U.S.
      Persons except pursuant to an available exemption from the registration
      requirements of the 1933 Act and applicable state securities laws and as
      permitted under the terms and conditions of the Agency
Agreement;

	 	 
	1.3 	
      neither it nor its representatives have utilized, and
      neither it nor its representatives will utilize, any form of General
      Solicitation or General Advertising in connection with the offer and sale
      of the Offered Securities in the United States to, or for the account or
      benefit of, persons in the United States or U.S. Persons;

	 	 
	1.4 	
      neither it nor any Related Person is subject to any Bad
      Actor Disqualification;

	 	 
	1.5 	
      it has complied with the disclosure requirements of Rule
      506(e) of Regulation D, to the extent applicable;

	 	 
	1.6 	
      each purchaser of the Offered Securities that was offered
      the Offered Securities in the United States or is a U.S. Person, or acting
      for the account or benefit of a person in the United States or a U.S.
      Person, has executed a U.S. Subscription Agreement, and each other
      purchaser has executed a Non-U.S. Subscription Agreement and it has not
      used and will not use any written material other than the Subscription
      Agreements;

	 	 
	1.7 	
      immediately prior to transmitting any of the foregoing
      materials to offerees, it had reasonable grounds to believe and did
      believe that each offeree purchasing Offered Units that was in the United
      States or a U.S. Person, or acting for the account or benefit of a person
      in the United States or a U.S. Person, was an Accredited Investor and, on
      the date hereof, it continues to believe that each such offeree is an
      Accredited Investor; and







-A-2- 

	1.8 	
      the offering of the Offered Securities has been conducted
      by it in accordance with the Agency Agreement.



Terms used in this certificate have the meanings given to them
in the Agency Agreement unless otherwise defined herein. 

DATED as of this ___ day of December, 2013. 

• 

	Per: 		 
	 	Name: 	 
	 	Title: 	 






APPENDIX B 
FORM OF OPINION OF CORPORATION’S
CANADIAN COUNSEL 


	Section 1 	Form of Opinion 


The opinion of the Corporation’s corporate counsel shall be in
respect of the following matters, in a form satisfactory to the Agents and their
counsel, acting reasonably: 

	1.1 	
      The Corporation is continued under the laws of the
      Province of Ontario and has not been dissolved.

	 	 	 
	1.2 	
      The Corporation has the corporate power and capacity to
      carry on its business, to own and lease its property and assets, in each
      case as described in its annual information form dated September 19, 2013
      (the “Annual Information Form”), to enter into and perform its
      obligations under the Agreement and Ancillary Documents and to create and
      issue the Offered Securities as contemplated by the Agreement.

	 	 	 
	1.3 	
      The execution and delivery by the Corporation of each of
      the Agreement and the Ancillary Documents and the performance by it of its
      obligations thereunder have been duly authorized by all necessary
      corporate action on the Corporation’s part.

	 	 	 
	1.4 	
      The Corporation has duly executed and delivered each of
      the Agreement and the Ancillary Documents. Each of the Agreement and
      Ancillary Documents constitutes a legal, valid and binding obligation of
      the Corporation, enforceable against it in accordance with its
    terms.

	 	 	 
	1.5 	
      The execution and delivery by the Corporation of each of
      the Agreement and Ancillary Documents and the performance by it of its
      obligations thereunder do not and will not breach any provisions of, or
      constitute a default under:

	 	 	 
		1.5.1 	
      its articles or by-laws;

	 	 	 
		1.5.2 	
      any law of the Province of Ontario or federal law of
      Canada applicable therein to which it is subject; or

	 	 	 
		1.5.3 	
      the Rights Agreement dated as of September 16, 2013
      between the Corporation and Computershare Trust Company of Canada as
      Rights Agent.

	 	 	 
	1.6 	
      Trillium Therapeutics Inc. is a corporation that is
      incorporated under the laws of the Province of Ontario and has not been
      dissolved. Trillium Therapeutics Inc. has the corporate power and capacity
      to carry on its business and to own and lease its property and assets, in
      each case as described in the Annual Information Form.

	 	 	 
	1.7 	
      All of the issued and outstanding shares in the capital
      of Trillium Therapeutics Inc. are registered in the name of the
      Corporation.

	 	 	 
	1.8 	
      The authorized capital of the Corporation consists of an
      unlimited number of Common Shares, an unlimited number of Class B Shares
      and an unlimited number of First Preferred Shares, of which • Common Shares, no Class B Shares
and no First Preferred Shares were outstanding as of the close of business on
[insert date prior to Closing Date]. 







-B-2- 

	1.9 	
      The Corporation has taken all necessary corporate action
      to authorize the issue of the Unit Shares and, upon receipt by the
      Corporation of the consideration for the Units, the Unit Shares will be
      validly issued as fully paid Common Shares.

	 	 
	1.10 	
      The Corporation has taken all necessary corporate action
      to authorize the issue of the Preferred Unit Shares and, upon receipt by
      the Corporation of the consideration for the Preferred Units, the
      Preferred Unit Shares will be validly issued as fully paid Preferred
      Shares.

	 	 
	1.11 	
      The Corporation has taken all necessary corporate action
      to authorize the creation and issue of the Warrants and, upon receipt by
      the Corporation of the consideration for the Offered Units, the Warrants
      will be validly created and issued.

	 	 
	1.12 	
      The Corporation has taken all necessary corporate action
      to authorize the issue of the Warrant Common Shares and, upon payment of
      the exercise price therefor, in accordance with their terms and the
      Warrant Indenture, the Warrant Common Shares will be validly issued as
      fully paid Common Shares.

	 	 
	1.13 	
      The Corporation has taken all necessary corporate action
      to authorize the issue of the Preferred Unit Common Shares and, upon
      conversion of the Preferred Unit Shares, in accordance with their terms
      and the articles of the Corporation, the Preferred Unit Common Shares will
      be validly issued as fully paid Common Shares.

	 	 
	1.14 	
      The Corporation has taken all necessary corporate action
      to authorize the creation and issue of the Compensation Options and, upon
      issue thereof in accordance with the terms of the Agreement, the
      Compensation Options will be validly created and issued to the
    Agents.

	 	 
	1.15 	
      The Corporation has taken all necessary corporate action
      to authorize the issue of the Compensation Option Shares and, upon payment
      of the exercise price therefor in accordance with the terms of the
      Compensation Options, the Compensation Option Shares will be validly
      issued as fully paid Common Shares.

	 	 
	1.16 	
      The issue and sale of the Offered Securities by the
      Corporation through the Lead Agent to the Purchasers in the Offering
      Jurisdictions in Canada and the issue of the Compensation Options by the
      Corporation to the Lead Agent in the Offering Jurisdictions in Canada is
      exempt from the prospectus requirements of securities laws and the only
      filing, proceeding, authorization, consent, permit or approval required to
      be obtained, taken or made under securities laws is the filing by the
      Corporation with the applicable Securities Commissions of a report
      prepared in accordance with Form 45-106F1 (or in British Columbia, a Form
      45-106F6) to National Instrument 45-106 – Prospectus and Registration
      Exemptions and completed, executed and filed in accordance with
      securities laws within 10 days after the date hereof together with the
      payment of applicable fees.







-B-3- 

	1.17 	
      No prospectus is required nor are any other documents,
      proceedings, or approvals, permits, consents or authorizations of
      regulatory authorities required to be filed, taken or obtained (other than
      those which have been filed, taken or obtained) under the securities laws
      to permit the issuance by the Corporation of the Preferred Unit Common
      Shares, Warrant Common Shares and Compensation Option Shares in the
      Offering Jurisdictions in Canada upon the conversion of the Preferred Unit
      Shares or exercise of the Warrants or Compensation Options, respectively,
      in accordance with their respective terms and in accordance with
      Subscription Agreements and the TSXV Approval Letter, and the articles of
      the Corporation, the Warrant Indenture or the Compensation Options, as
      applicable.

	 	 	 
	1.18 	
      The first trade in the Unit Shares, Preferred Unit
      Shares, Warrants, Preferred Unit Common Shares, Warrant Common Shares and
      Compensation Option Shares, other than a trade that is otherwise exempt
      from the prospectus requirements of applicable securities laws, will be a
      distribution and subject to the prospectus requirements of applicable
      securities laws unless:

	  		
		1.18.1	
      at the time of the trade, the Corporation is and has been
      a “reporting issuer”, as defined in the securities laws, in a jurisdiction
      of Canada for the four months immediately preceding the trade;

	 	 	 
		1.18.2 	
      at the time of the trade, at least four months have
      elapsed from the date hereof;

	 	 	 
		1.18.3 	
      the certificate representing the Unit Shares, Preferred
      Unit Shares, Warrants, Preferred Unit Common Shares, Warrant Common
      Shares, the Compensation Options and Compensation Option Shares, as
      applicable, carries a legend, or if the security is entered into a direct
      registration system or other electronic book-entry system, or if the
      purchaser did not directly receive a certificate representing the
      security, the purchaser received written notice containing a legend
      restriction notation as set out in Section 2.5(2)3(i) of National
      Instrument 45-102 – Resale of Securities (“NI
    45-102”);

	 	 	 
		1.18.4 	
      such trade is not a “control distribution” within the
      meaning of NI 45-102;

	 	 	 
		1.18.5 	
      no unusual effort is made to prepare the market or create
      a demand for the Unit Shares, Preferred Unit Shares, Warrants, Preferred
      Unit Common Shares, Warrant Common Shares, Compensation Options or
      Compensation Option Shares that are the subject of the trade;

	 	 	 
		1.18.6 	
      no extraordinary commission or consideration is paid to a
      person or company in respect of the trade; and

	 	 	 
		1.18.7 	
      if the selling security holder is an insider or officer
      of the Corporation, the selling security holder has no reasonable grounds
      to believe that the Corporation is in default of applicable securities
      legislation.












-B-4- 

	1.19 	
      Subject to satisfying the conditions set out in the TSXV
      Approval Letter issued by the Exchange on December •, 2013, the Unit
      Shares, Preferred Unit Common Shares,
Warrant Common Shares and Compensation Option Shares have been conditionally approved for listing on the Exchange. 










APPENDIX C 
FORM OF OFFICERS’ CERTIFICATE



	Section 1 	Form of Officers’ Certificate
  


The undersigned, Niclas Stiernholm, Chief Executive Officer of
Stem Cell Therapeutics Corp. (the “Corporation”), and James Parsons,
Chief Financial Officer of the Corporation, hereby certify, for and on behalf of
the Corporation in their capacity as officers of the Corporation and not in
their personal capacity, after having made due inquiry, that the following
facts, matters and information are true and accurate and not misleading in any
material respect: 

	1.1 	
      The facts, matters and information certified herein are
      based on one or more of knowledge and information available or provided to
      us and our honest belief and all statements made in this certificate
      represent our reasonably held honest belief as to the facts, matters,
      information and belief possessed by us. We have used our best efforts to
      become informed of and about the facts, matters and information certified
      to herein and have sought the advice of counsel for the Corporation on
      those matters certified to herein which involve matters of law and have
      relied upon such advice to the extent that those matters involve matters
      of law.

	 	 
	1.2 	
      The Corporation has complied with all covenants and
      agreements contained in, and has satisfied all of the terms and conditions
      of, the Agency Agreement to be complied with and satisfied by the
      Corporation at or prior to the Closing Time.

	 	 
	1.3 	
      The representations and warranties of the Corporation
      contained in the Agency Agreement are true and correct as of the Closing
      Time with the same force and effect as if made at and as of the Closing
      Time after giving effect to the transactions contemplated
  thereby.

	 	 
	1.4 	
      Since December 31, 2012, except as disclosed in the
      Information Record, there has been no material adverse change (whether
      actual, anticipated, proposed, prospective or threatened) in the financial
      condition, assets, liabilities (contingent or otherwise), business,
      affairs, operations, prospects or capital of the Corporation.

	 	 
	1.5 	
      Except as disclosed in the Information Record, no
      transaction of a nature material to the Corporation has been entered into
      by the Corporation.

	 	 
	1.6 	
      Except as disclosed in the Information Record, there are
      no contingent liabilities affecting the Corporation which are material to
      the Corporation.

	 	 
	1.7 	
      No order, ruling or determination having the effect of
      ceasing or suspending the sale or ceasing, suspending or restricting
      trading in the Offered Units, the Common Shares or any other securities of
      the Corporation has been issued or made by any stock exchange, securities
      commission or other regulatory authority and is continuing in effect and
      no proceedings, investigations or enquiries for such purpose have been
      instituted or are pending, or are contemplated or threatened under any of
      the Securities Laws of the Offering Jurisdictions or by any stock exchange
      (including the Stock Exchange), securities commission or other regulatory
      authority.












-C-2- 

	
1.8 		
There are no actions, suits, proceedings or enquiries pending or, to the best of our knowledge, threatened, against or affecting the Corporation or to which any property or assets of the Corporation is subject, at law or in
equity, or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may, in any way, materially and adversely affect the
Corporation.

	
	 	 
	
1.9 		
No failure or default on the part of the Corporation exists under any law or regulation applicable to the Corporation or under any licence, permit, contract, agreement or other instrument to which the Corporation is a party or by
which the Corporation is bound, which may in any way materially and adversely affect the Corporation and the execution, delivery and performance of the Agency Agreement and the performance by the Corporation of its obligations thereunder will not
result in any such default.

	
	 	 
	
1.10 		
This certificate is being made and delivered pursuant to Section 6.2.5 of the Agency Agreement and we acknowledge that the addressees hereof will be relying on this certificate.

	
	 	 
	
1.11 		
Unless otherwise defined herein, all words and terms with the initial letter or letters thereof capitalized in this certificate and not defined herein but defined in the Agency Agreement shall have the meanings given to such
capitalized words and terms in the Agency Agreement. The undersigned acknowledge that they are familiar with the definitions given to the capitalized words and terms in the Agency Agreement and such definitions are hereby incorporated by
reference.

	








SCHEDULE 9.1.5 
SECURITIES CONVERTIBLE INTO COMMON
SHARES 


	Warrants 	Number of
      securities 
outstanding 	Exercise Price
	Expiration 
	Common Share Purchase Warrants 	909,091 	$1.60 	March 24, 2014 
	Compensation Warrants 	814,050 	$0.25 	March 16, 2015 
	Common Share Purchase Warrants 	17,215,000 	$0.40 	March 15, 2018 
	Common Share Purchase Warrants 	420,000 	$0.40 	March 28, 2018 
		Total Warrants 	19,358,141 	 




	Options 	Number of securities
      
outstanding 	Weighted Average 
Exercise
      Price 
	Common Share Options 	2,921,097 	$0.33