Northstar Healthcare Inc. - Exhibit 10.6 - Filed by newsfilecorp.com






AGENCY AGREEMENT 

December 16, 2013 

Northstar Healthcare Inc. 
Suite 150 - 4120 Southwest
Freeway 
Houston, Texas, 77027 
U.S.A. 


Attention:        Harry
Fleming, CFO 

Dear Sir: 

Re:        Private
Placement of up to 6,250,000 Units of Northstar Healthcare Inc. 

PI Financial Corp. (the “Agent”), understands that
Northstar Healthcare Inc. (the “Issuer”) proposes to sell up to 6,250,000
units (the “Units”) at $0.80 per Unit (the “Offering Price”), and
that the Issuer wishes to appoint the Agent to distribute the Units to
purchasers (the “Purchasers”) who are qualified to purchase such Units
pursuant to the Exemptions (as defined below). The Agent is willing to accept
such appointment, pursuant to the terms and conditions set forth below. 

1.                   
DEFINITIONS 

1.1           
        In this Agreement: 

	 	(a) 	
      “Acts” means the securities legislation of the
      Offering Jurisdictions and the regulations, rules, administrative policy
      statements, instruments, blanket orders, notices, directions and rulings
      issued or adopted by the applicable Commissions, all as amended;

	 	 	 
	 	(b) 	
      “Agent’s Commission” means the commission which is
      set out in this Agreement and which is payable by the Issuer to the Agent
      in consideration for the services performed by the Agent under this
      Agreement;

	 	 	 
	 	(c) 	
      “Agent’s Shares” means the previously unissued
      common shares in the authorized share structure of the Issuer, as
      presently constituted, issuable on exercise of the Agent’s
  Warrants;

	 	 	 
	 	(d) 	
      “Agent’s Warrants” means the transferable warrants
      to acquire Agent’s Shares to be issued to the Agent in further
      consideration of the services performed by the Agent under this Agreement
      and having the terms described in Section 4.3;

	 	 	 
	 	(e) 	
      “Business Day” means any day except Saturday,
      Sunday or a statutory holiday in Vancouver, British
  Columbia;







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	 	(f) 	
      “Certificates” means the certificates, if any,
      representing the Shares and the Warrants sold on the Closing in the names
      and denominations reasonably requested by the Agent or the Purchasers, and
      the certificates representing the Agent’s Warrants in the names and
      denominations reasonably requested by the Agent;

	 	 	 
	 	(g) 	
      “Closing” means the closing of the purchase and
      sale of the Units;

	 	 	 
	 	(h) 	
      “Closing Date” means the date on which the Closing
      occurs;

	 	 	 
	 	(i) 	
      “Commissions” means the provincial securities
      commission or other regulatory authority in each of the Offering
      Jurisdictions;

	 	 	 
	 	(j) 	
      “Disclosure Record” means all prospectuses,
      information circulars, annual information forms, financial statements,
      management’s discussion and analysis, press releases, material change
      reports or other documents filed by and in respect of the Issuer with the
      applicable Commissions and available on SEDAR at www.sedar.com;

	 	 	 
	 	(k) 	
      “Exchange” means the Toronto Stock
  Exchange;

	 	 	 
	 	(l) 	
      “Exemptions” means the exemptions from the
      prospectus requirements of the Acts which are outlined in Section 2.3 and
      2.10 of National Instrument 45-106 and BC Instrument 72-503;

	 	 	 
	 	(m) 	
      “Material Change” has the meaning defined in the
      Acts;

	 	 	 
	 	(n) 	
      “Material Fact” has the meaning defined in the
      Acts;

	 	 	 
	 	(o) 	
      “Material Subsidiaries” means Northstar Healthcare
      Acquisitions, LLC, Northstar Healthcare Surgery Center - Houston, LLC,
      Medical Ambulatory Surgical Suites, L.P., Microsurgery Institute, LLC and
      The Palladium for Surgery - Houston, Ltd.;

	 	 	 
	 	(p) 	
      “National Instrument 45-102” means National
      Instrument 45-102 Resale of Securities adopted by the Canadian
      Securities Administrators;

	 	 	 
	 	(q) 	
      “National Instrument 45-106” means National
      Instrument 45-106 Prospectus and Registration Exemptions adopted by
      the Canadian Securities Administrators;

	 	 	 
	 	(r) 	
      “Offering Jurisdictions” means each of the
      provinces of Canada;

	 	 	 
	 	(s) 	
      “Offering Price” means the offering price for the
      Units under the Private Placement being $0.80 per Unit;

	 	 	 
	 	(t) 	
      “Private Placement” means the offering of the
      Units on the terms and conditions of this
Agreement;







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	 	(u) 	
      “Proceeds” means the gross proceeds from the sale
      of Units on Closing plus any advance payments for expenses or on account
      of the Agent’s Commission made by the Issuer and held by the Agent at
      Closing, less:




	 	(i) 	
      the Agent’s Commission;

	 	 	 
	 	(ii) 	
      the reasonable expenses of the Agent, including the fees
      and disbursements of the Agent’s legal counsel, in connection with the
      Private Placement which have not been paid by the Issuer;

	 	 	 
	 	(iii) 	
      any amount which has been attached by garnishing order or
      other form of attachment; and

	 	 	 
	 	(iv) 	
      any amount paid directly to the Issuer by Purchasers in
      connection with the Private Placement.




	 	(v) 	
      “Purchasers” means the purchasers of the Units
      pursuant to the Private Placement;

	 	 	 
	 	(w) 	
      “Regulation S” means Regulation S promulgated
      under the U.S. Securities Act;

	 	 	 
	 	(x) 	
      “Regulatory Authorities” means the Commissions and
      the Exchange and the securities regulatory authorities in any other
      applicable international jurisdictions;

	 	 	 
	 	(y) 	
      “Right of First Refusal” has the meaning ascribed
      to that term in Section 17.1;

	 	 	 
	 	(z) 	
      “ROFR Notice” has the meaning ascribed to that
      term in Section 17.1;

	 	 	 
	 	(aa) 	
      “Securities” means the Units, the Shares, the
      Warrants, the Warrant Shares, the Agent’s Warrants and the Agent’s
      Shares;

	 	 	 
	 	(bb) 	
      “Shares” means the previously unissued common
      shares in the authorized share structure of the Issuer, as presently
      constituted, which comprise part of the Units;

	 	 	 
	 	(cc) 	
      “Subscription Agreements” has the meaning ascribed
      to that term in Section 6.1;

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

	 	 	 
	 	(ee) 	
      “Units” means an aggregate of 6,250,000 units of
      the Issuer being offered for sale under the Private Placement, each
      comprised of one Share and one-half of one Warrant;

	 	 	 
	 	(ff) 	
      “U.S. Person” has the meaning ascribed to that
      term in Regulation S;

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







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	 	(hh) 	
      “Warrant Shares” means the previously unissued
      common shares in the authorized share structure of the Issuer, as
      presently constituted, which will be issued upon the exercise of the
      Warrants; and

	 	 	 
	 	(ii) 	
      “Warrants” means the transferable share purchase
      warrants of the Issuer, with one-half of one Warrant comprising part of
      one Unit having the terms described in Sections 3.1 and
  3.2.



2.                     
APPOINTMENT OF AGENT 

2.1                   
The Issuer appoints the Agent as its exclusive agent and the Agent accepts the
appointment and agrees to act as the exclusive agent of the Issuer to use its
reasonable commercial efforts to find and introduce to the Issuer potential
purchasers to purchase up to 6,250,000 Units at a price of $0.80 per Unit by way
of private placement under the applicable Exemptions.

3.                     
WARRANTS 

3.1                   
Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant
Share at any time from the Closing Date until 5:00 p.m. (Vancouver time) on the
date 24 months following the Closing Date at a price of $1.10 per Warrant Share.
If, commencing on that date that is four months and one day from the Closing
Date, the volume weighted average price of the Shares on the Exchange is greater
than $1.40 for a period of ten (10) consecutive trading days, then the Issuer
may provide written notice to the Warrant holders (the “Written Notice”)
that the Warrants will expire 30 calendar days following the date of the Written
Notice. The Company will also issue a press release on the date that the notice
is provided indicating the expiry date of the Warrants. The Warrants are
transferable but will not be listed on the Exchange or on any other
public market. 

3.2                   
The terms governing the Warrants will be set out in the certificates
representing the Warrants, the form of which will be subject to the approval of
the Issuer and the Agent, acting reasonably. The certificates representing the
Warrants will include, among other things, provisions for the appropriate
adjustment in the class, number and price of the Warrant Shares issued upon
exercise of the Warrants upon the occurrence of certain events, including any
subdivision, consolidation or reclassification of the Issuer’s common shares,
the payment of stock dividends and the amalgamation of the Issuer. 

3.3                   
The issue of the Warrants will not restrict or prevent the Issuer from obtaining
any other financing, or from issuing additional securities or rights, during the
period within which the Warrants may be exercised. 

4.                     
AGENT’S COMPENSATION 

4.1                   
In consideration of the services performed by the Agent under this Agreement,
the Issuer will pay to the Agent, the Agent’s Commission equal to 7% of the
gross proceeds received by the Issuer from the sale of the Units to Purchasers,
payable in cash at the Closing or, in whole or in part, in Units of the Issuer
at a deemed price equal to the Offering Price or, if not permitted by the
Exchange, at the lowest price permitted by the Exchange. 




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4.2                   
In addition to payment of the Agent’s Commission, the Issuer will issue to the
Agent at Closing that number of Agent’s Warrants equal to 7% of the aggregate
number of Units sold to Purchasers under the Private Placement. Each Agent’s
Warrant will entitle the holder to purchase one Agent’s Share at a price of
$0.95. The Agent’s Warrants are exercisable in whole or in part at any time from
the Closing Date until 5:00 p.m. (Vancouver time) on the date 24 months
following the Closing Date. 

4.3                   
The terms governing the Agent’s Warrants will be set out in the certificates
representing the Agent’s Warrants, the form of which will be subject to the
approval of the Issuer and the Agent, acting reasonably. The certificates
representing the Agent’s Warrants will include, among other things, provisions
for the appropriate adjustment in the class, number and price of the Agent’s
Shares issued upon exercise of the Agent’s Warrants upon the occurrence of
certain events, including any subdivision, consolidation or reclassification of
the Issuer’s common shares, the payment of stock dividends and the amalgamation
of the Issuer. 

4.4                   
The Issuer agrees not to place or have placed a U.S. securities law restrictive
legend on the certificates representing the Agent’s Warrants and the Agent’s
Shares. 

4.5                   
The amounts paid to the Agent under this section are in addition to and not in
substitution for any other commission or remuneration payable to the Agent by
the Issuer under any other agreement or arrangement.

5.                     
OFFERING RESTRICTIONS 

5.1                   
The Agent will only sell the Units, on behalf of the Issuer, to persons resident
in the Offering Jurisdictions (or to persons outside the Offering Jurisdictions
in compliance with Section 5.2) who represent themselves as being persons: 

	 	(a) 	
      purchasing as principal or deemed to be purchasing as
      principal under applicable securities laws or purchasing as authorized
      agent on behalf of a disclosed principal;

	 	 	 
	 	(b) 	
      qualified to purchase the Units under one or more of the
      applicable Exemptions and

	 	 	 
	 	(c) 	
      who are not U.S. Persons or in the United
  States.



5.2                   
The Agent covenants and agrees that if it offers to sell or sells any Units in
jurisdictions other than the Offering Jurisdictions, such offers and sales shall
be effected in accordance and compliance with the applicable laws of such
jurisdictions and shall be effected in such manner so as not to: (i) require
registration of any of the Securities, or the filing of a prospectus or other
similar document with respect thereto; or (ii) subject the Issuer to any
additional continuous disclosure or similar reporting requirements under the
laws of any jurisdiction outside the Offering Jurisdictions. 




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5.3                   
Notwithstanding Section 5.2, neither the Issuer, the Agent, nor any of their
respective affiliates, nor any person acting on behalf of any of the foregoing,
will offer or sell any of the Securities to U.S. Persons or in the United
States, or undertake any activity for the purpose of, or that could reasonably
be expected to have the effect of, conditioning the market for the Securities in
the United States. The Agent agrees that at the time any buy order for Units is
placed by clients of the Agent, the buyer will be outside the United States, or
the Agent and all persons acting on its behalf will reasonably believe that the
buyer is outside the United States, and neither the Agent nor any person acting
on its behalf will have knowledge that such transaction has been pre-arranged
with a buyer in the United States. 

6.                    
 SUBSCRIPTIONS 

6.1                   
The Agent will use its best efforts to obtain from each Purchaser introduced by
the Agent, and deliver to the Issuer, as soon as practicable but in any event
before the Closing, duly completed and signed subscriptions in the form or forms
consented to by the Issuer and the Agent (the “Subscription Agreements”)
and executed by the Purchaser, together with all other documents required under
the Exemptions or by the Exchange. 

7.                     
FILINGS WITH THE REGULATORY AUTHORITIES 

7.1                   
The Issuer will, in a timely manner, file all required documents, pay all
required filing fees and undertake any other actions required by the rules and
policies of the Exchange in order to obtain the acceptance of the Exchange for
the issuance of the Securities. 

7.2                    
 Within 10 days of the Closing, the Issuer will file with the Commissions
any report(s) required to be filed by the Acts, including under National
Instrument 45-106, in connection with the Private Placement in the required
form, and will provide the Agent’s legal counsel with copies of the report or
reports. 

8.                   
CLOSING 

8.1                  
The Issuer and the Agent will cause Closing to take place on a date or dates
mutually agreeable to the parties. 

8.2                  
The Issuer will, on Closing, issue and deliver the Securities by electronic
issuance or by Certificates, as directed by the Agent, to the Agent or, at the
Agent’s request, to the Purchasers, against payment of the Proceeds. 

8.3                   
If the Issuer has satisfied all of its material obligations under this
Agreement, the Agent will, on Closing, pay the Proceeds to the Issuer against
delivery of the Certificates. 

8.4                   
The Issuer will endorse the Certificates, and the certificates representing any
Warrant Shares or Agent’s Shares issued prior to the expiry of applicable hold
periods with any legends which may be required by any of the Regulatory
Authorities.




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9.                     
CONDITIONS OF CLOSING 

9.1                   
The obligations of the Agent on Closing will be conditional upon the following:


	 	(a) 	
      the Issuer will be a “reporting issuer” in all provinces
      and territories of Canada, the Issuer’s common shares will be listed and
      posted for trading on the Exchange, and the Issuer will not be in default
      of any of the requirements of the Acts or any of the administrative
      policies or notices of the Exchange;

	 	 	 
	 	(b) 	
      the Issuer will have delivered to the Agent and its legal
      counsel favourable opinions of the Issuer’s legal counsel dated as of the
      date of the Closing, in such form as is acceptable to the Agent and its
      legal counsel as to all legal matters reasonably requested by the Agent
      relating to the business of the Issuer and the creation, issuance and sale
      of the Securities;

	 	 	 
	 	(c) 	
      the Issuer will have delivered to the Agent and its legal
      counsel such other legal opinions as may be reasonably requested by the
      Agent and its legal counsel, including without limitation, a corporate
      opinion relating to the Material Subsidiaries;

	 	 	 
	 	(d) 	
      the Issuer will have delivered to the Agent and its legal
      counsel a certificate of the Issuer, dated as of such date requested by
      the Agent and signed by the chief executive officer and the chief
      financial officer of the Issuer, or by such other officers approved by the
      Agent, certifying certain facts specified by the Agent and relating to the
      Issuer and its affairs;

	 	 	 
	 	(e) 	
      the Agent will have completed its due diligence review of
      the Issuer and the results will have been satisfactory to the Agent, in
      its sole discretion;

	 	 	 
	 	(f) 	
      the Issuer will have delivered to the Agent and its legal
      counsel such other certificates relating to the Private Placement or the
      affairs of the Issuer as the Agent or its legal counsel may reasonably
      request; and

	 	 	 
	 	(g) 	
      each representation and warranty of the Issuer which is
      contained in this Agreement continues to be true, and the Issuer has
      performed or complied with all of its covenants, agreements and
      obligations under this Agreement.



9.2                   
The Closing and the obligations of the Issuer and the Agent to complete the
issue and sale of the Securities are subject to: 

	 	(a) 	
      receipt of all required regulatory approvals for or
      acceptance of the Exchange for:

	 	 	 	 
	 		(i) 	
      the issuance of the Securities; and

	 	 	 	 
	 		(ii) 	
      the listing on the Exchange of the Shares, the Warrant
      Shares and the Agent’s Shares; and







- 8- 

	 	(b) 	
      the removal or partial revocation of any cease trading
      order or trading suspension made by any competent authority to the extent
      necessary to complete the Private Placement.



10.                   
MATERIAL CHANGES 

10.1                  The
Issuer agrees that if between the date of the engagement letter between the
parties dated November 29, 2013 and the Closing, a Material Change or a change
in a Material Fact occurs in respect of the Issuer, the Issuer will: 

	 	(a) 	
      as soon as practicable notify the Agent in writing,
      setting forth the particulars of such change;

	 	 	 
	 	(b) 	
      as soon as practicable, issue and file with the
      applicable Regulatory Authorities a news release that is authorized by a
      senior officer disclosing the nature and substance of the
change;

	 	 	 
	 	(c) 	
      as soon as practicable, and in any event no later than 10
      days after the date on which the change occurs, file with the Commissions
      any report required by the applicable Acts which discloses the change;
      and

	 	 	 
	 	(d) 	
      provide copies of that news release, when issued, and
      that report, when filed, to the Agent and its
counsel.



11.                   
ISSUER OBLIGATIONS 

11.1                  The
Issuer further agrees to: 

	 	(a) 	
      fully comply with the covenants made by the Issuer in the
      Subscription Agreements entered into between the Issuer and each of the
      Purchasers;

	 	 	 
	 	(b) 	
      as soon as reasonably possible, take all such steps as
      may reasonably be necessary to enable the Units to be offered for sale and
      sold on a private placement basis to purchasers in the Offering
      Jurisdictions through the Agent or other investment dealers or brokers
      registered in the applicable Offering Jurisdictions by way of the
      Exemptions;

	 	 	 
	 	(c) 	
      permit the Agent and its legal counsel to participate
      fully in the preparation of any documents regarding the Private Placement
      and allow the Agent and its legal counsel to conduct all due diligence
      which the Agent may, in its sole discretion, require or request;

	 	 	 
	 	(d) 	
      ensure that the distribution of the Units will fully
      comply with the requirements of the Acts and the policies of the Exchange;
      and

	 	 	 
	 	(e) 	
      use the Proceeds for general working
  capital.







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11.2                  The
Issuer will immediately send to the Agent and its legal counsel copies of all
correspondence and filings to and correspondence from the Regulatory Authorities
relating to the Private Placement. 

12.                  
 TERMINATION 

12.1                 
The Agent may terminate its obligations under this Agreement by notice in
writing to the Issuer at any time before the Closing if: 

	 	(a) 	
      an adverse Material Change, or an adverse change in a
      Material Fact relating to any of the Securities occurs or is announced by
      the Issuer;

	 	 	 
	 	(b) 	
      there is an event, accident, law or governmental
      regulation or other occurrence of any nature which, in the opinion of the
      Agent, seriously affects or would be expected to seriously affect the
      financial markets, or the business or operations of the Issuer, or the
      market price or value of the Issuer’s securities or the ability of the
      Agent to perform its obligations under this Agreement, or a Purchaser’s
      decision to purchase the Units, in the Agent’s sole opinion;

	 	 	 
	 	(c) 	
      following a consideration of the history, business,
      products, property or affairs of the Issuer or its principals and
      promoters, or of the state of the financial markets in general, or the
      state of the market for the Issuer’s securities in particular, the Agent
      determines, in its sole discretion, that it is not in the interest of the
      Purchasers to complete the purchase and sale of the Units;

	 	 	 
	 	(d) 	
      an enquiry or investigation (whether formal or informal)
      or other proceeding in relation to the Issuer, or any of the Issuer’s
      directors, officers or promoters, is announced, commenced or threatened by
      any court, any Commission, the Exchange, or any other competent
      authority;

	 	 	 
	 	(e) 	
      any order to cease, halt or suspend trading (including an
      order prohibiting communications with persons in order to obtain
      expressions of interest) in any securities of the Issuer is made, or
      proceedings are announced, commenced or threatened for the making of such
      order by a competent regulatory authority and that order is still in
      effect and has not been rescinded, revoked or withdrawn;

	 	 	 
	 	(f) 	
      the results of the Agent’s due diligence review of the
      Issuer are not satisfactory as determined by the Agent in its sole
      discretion;

	 	 	 
	 	(g) 	
      the Issuer is in breach of a material term of this
      Agreement or any condition in this Agreement remains outstanding and
      completion at the time of Closing;

	 	 	 
	 	(h) 	
      any of the representations or warranties made by the
      Issuer in this Agreement is false or has become false; or

	 	 	 
	 	(i) 	
      the Exchange will not accept for filing documentation
      relating to the Private Placement.







- 10- 

12.2                 
The Agent’s obligations hereunder will terminate if the Exchange does not issue
its letter of conditional acceptance, subject only to the usual post-closing
filings with the Exchange, of the Private Placement within 60 days of the
reference date of this Agreement, unless otherwise agreed by the Agent. 

12.3                  The
rights of the Agent to terminate this Agreement are in addition to such other
remedies as they may have in respect of any default, misrepresentation, act or
failure of the Issuer in respect of any of the matters contemplated by this
Agreement. 

12.4                 
The Company may terminate this Agreement in the event that it has not received
total gross proceeds from this transaction of $3,000,000 on or prior to December
31, 2013. 12.5 Notwithstanding any other term hereof, this Agreement will
terminate if the Closing does not occur within 90 days of the reference date of
this Agreement. 

12.6                 
In the event that this Agency Agreement is terminated by the Agent, then the
obligations of the parties hereunder shall immediately terminate, save and
except for this paragraph 12.6 and the obligations of the Issuer under Sections
14, 16 and 21, which obligations of the Issuer shall survive such termination
and which the Agent shall be specifically entitled to. In such case, the Issuer
acknowledges and agrees that the Agent and its counsel and advisors will be free
to accept any mandate which may be in conflict with the Issuer’s interests. 

13.                   
WARRANTIES, REPRESENTATIONS AND COVENANTS 

13.1                 
The Issuer warrants and represents to and covenants with the Agent that: 

	 	(a) 	
      the Issuer and the Material Subsidiaries are valid and
      subsisting corporations duly incorporated and in good standing under the
      laws of the jurisdiction in which they are incorporated, continued or
      amalgamated and have all requisite corporate power and authority to carry
      on their respective businesses, as now conducted and as presently proposed
      to be conducted and to own their respective assets;

	 	 	 	 
	 	(b) 	
      the Issuer and the Material Subsidiaries are duly
      registered and licensed to carry on business in the jurisdictions in which
      they carry on business or own property where so required by the laws of
      that jurisdiction;

	 	 	 	 
	 	(c) 	
      the authorized share structure of the Issuer consists of
      an unlimited number of common shares without par value and, as at December
      16, 2013 an aggregate of 36,867,047 common shares, are issued and
      outstanding as fully paid and non- assessable shares;

	 	 	 	 
	 	(d) 	
      in respect of the Issuer's material
  subsidiaries:

	 	 	 	 
	 		(i) 	
      as at December 16, 2013 the issued and outstanding
      capital of the Northstar Healthcare Acquisitions, LLC (“Northstar
      Acquisitions”) consists of 97,032 Class A Membership Interest Units
      owned by Issuer, 12,734 Common Membership Interest Units owned by
      Northstar Healthcare Holdings, Inc. (“Northstar Holdings”), and
      11,000 Preferred Membership Interest Units owned by Northstar Holdings
  which are free and clear of all liens, encumbrances or claims.








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	 	(ii) 	
      the Issuer is the sole shareholder of Northstar Holdings
      and Northstar Holdings holds 100% of the outstanding preferred units and
      common units of Northstar Acquisitions;

	 	 	 
	 	(iii) 	
      Northstar Acquisitions is the sole member of Northstar
      Healthcare Surgery Centre - Houston, LLC as at December 16,
2013;

	 	 	 
	 	(iv) 	
      the issued and outstanding partnership interest of
      Medical Ambulatory Surgical Suites, LP (“MASS”) consists of 99
      non-certificated limited partnership units (“LP Units”) and one
      non-certificated general partnership unit as at December 16, 2013, a total
      of 100 partnership units;

	 	 	 
	 	(v) 	
      the Issuer, through its wholly owned subsidiary,
      Northstar Healthcare Limited Partner, LLC (“Northstar Limited”),
      owns 23.99 LP Units of MASS and, through its wholly owns subsidiary
      Northstar Healthcare General Partner, LLC (“Northstar General”),
      owns 1 General Partnership Interest unit of MASS, representing 24.99% of
      the outstanding Partnership Interest of MASS;

	 	 	 
	 	(vi) 	
      the issued and outstanding equity interest of
      Microsurgery Institute, LLC consists of 100 non-certificated membership
      units as at December 16, 2013;

	 	 	 
	 	(vii) 	
      NHC- ASC Dallas, LLC (“NHC Dallas”) is the sole
      owner of the membership interest in Microsurgery Institute, LLC as at
      December 16, 2013;

	 	 	 
	 	(viii) 	
      the Issuer, through Northstar Acquisitions, owns 35
      membership units of NHC Dallas representing, 35% of the outstanding
      membership units of NHC Dallas;

	 	 	 
	 	(ix) 	
      the Issuer through its wholly owned subsidiary, Northstar
      Limited, owns 89.6 LP Units of The Palladium for Surgery – Houston, Ltd.
      (“Palladium Houston”) and, through its wholly owned subsidiary
      Northstar General, owns 1 General Partnership Interest unit of Palladium
      Houston, representing 90.6% of the outstanding Partnership Interest of
      Palladium Houston;





	 	(e) 	
      upon the issuance thereof, the Shares, the Warrant Shares
      and Agent’s Shares will all be duly and validly issued as fully paid and
      non-assessable;

	 	 	 
	 	(f) 	
      the Warrant Shares shall have the attributes
      corresponding in all material respects to the description thereof set
      forth in this Agreement and the Subscription
Agreements;







- 12- 

	 	(g) 	
      the Subscription Agreements and all other written or oral
      representations made by the Issuer to a Purchaser or potential Purchaser
      in connection with the Private Placement will be accurate in all material
      respects and will omit no fact, the omission of which will make such
      representations misleading or incorrect;

	 	 	 
	 	(h) 	
      the Issuer is a “reporting issuer” in each of the
      Provinces of Canada, the Issuer’s common shares are listed on the
      Exchange, and the Issuer is not in any material respect in default of any
      of the requirements of the Acts or any of the administrative policies or
      notices of the Exchange. The Issuer will use its commercially reasonable
      efforts to maintain its status as a “reporting issuer” in at least one of
      the Provinces of Canada and to maintain the listing of its common shares
      on the Exchange, or such other recognized North American stock exchange or
      quotation system, to the date that is 24 months and one day following the
      Closing Date, so long as the Issuer meets the minimum listing requirements
      of the Exchange or such other exchange or quotation system;

	 	 	 
	 	(i) 	
      no order ceasing or suspending trading in securities of
      the Issuer nor prohibiting the sale of such securities has been issued to
      and is outstanding against the Issuer or any of its directors, officers or
      promoters or against any other companies that have common directors,
      officers or promoters and, to the knowledge of the Issuer, no
      investigations or proceedings for such purposes are pending or
      threatened;

	 	 	 
	 	(j) 	
      the Securities will not be subject to a restricted period
      or statutory hold period under the Acts or to any resale restrictions
      under the policies of the Exchange which extends beyond four months and
      one day after issuance of the Securities;

	 	 	 
	 	(k) 	
      to the Issuer’s knowledge, the Issuer’s auditors are
      independent public accountants as required by the Acts;

	 	 	 
	 	(l) 	
      there has never been any reportable event (within the
      meaning of National Instrument 51-102) with the present or any former
      auditor of the Issuer;

	 	 	 
	 	(m) 	
      the Issuer or the Material Subsidiaries are the
      beneficial owners or lessees or sublessees of the properties, business and
      assets or the interests in the properties, business or assets referred to
      in the Disclosure Record and, except as qualified by the Disclosure
      Record, all agreements by which the Issuer or the Material Subsidiaries
      holds an interest in a property, business or asset are in good standing
      according to their terms and the properties are in good standing under the
      applicable laws of the jurisdictions in which they are situated;

	 	 	 
	 	(n) 	
      the Disclosure Record is in all material respects
      accurate and, at the applicable time of filing thereof, there were no
      misrepresentations in any of the documents that comprise the Disclosure
      Record or other publicly filed documents filed by and relating to the
      Issuer or its properties or assets;

	 	 	 
	 	(o) 	
      the Issuer’s financial statements contained in the
      Disclosure Record (the “Financial Statements”) have all been
      prepared in accordance with International Financial Reporting Standards
      applied on a consistent basis, accurately reflect
the financial position and all material liabilities (accrued,
      absolute, contingent or otherwise) of the Issuer and its subsidiaries on
      consolidated basis as of the date thereof, and no adverse material changes
      in the financial position of the Issuer have taken place since the date of
  the most recent such audited financial statements;








- 13- 

	 	(p) 	
      other than as disclosed in the Financial Statements,
      there are no off-balance sheet transactions, arrangement, obligations
      (including contingent obligations) or other relationships of the Issuer
      with unconsolidated entities or other persons that may have a material
      current or future effect on the financial condition, changes in financial
      condition, results of operations, earnings, cash flow, liquidity, capital
      expenditures, capital resources, or significant components of revenues or
      expenses of the Issuer or that would reasonably be expected to be material
      in an investor in making a decision to purchase the Units;

	 	 	 
	 	(q) 	
      expect as disclosed in the Financial Statements, the
      Issuer does not have any contingent liabilities in excess of the
      liabilities that are either reflected or reserved against in the Financial
      Statements which would reasonably be expected to be material to the
      Issuer;

	 	 	 
	 	(r) 	
      the Issuer has complied and will comply fully with the
      requirements of all applicable corporate and securities laws and
      administrative policies and directions, including, without limitation, the
      Acts and the Business Corporations Act (British Columbia) in
      relation to the issue and trading of its securities and in all matters
      relating to the Private Placement;

	 	 	 
	 	(s) 	
      there is no Material Change relating to the Issuer or the
      Material Subsidiaries, and no change in any Material Fact relating to any
      of the Units which has not been or will not be fully disclosed in
      accordance with the requirements of the Acts and the policies of the
      Exchange;

	 	 	 
	 	(t) 	
      the issue and sale of the Securities by the Issuer and
      the Agent does not and will not conflict with, or result in a breach of,
      any of the terms of the Issuer’s incorporating documents or any agreement
      or instrument to which the Issuer is a party or by which it is
    bound;

	 	 	 
	 	(u) 	
      other than as disclosed in the Disclosure Record, neither
      the Issuer, the Material Subsidiaries nor any other party, is a party to
      any actions, suits or proceedings of which it has been served that could
      materially affect their business or financial condition, and to the best
      of the Issuer’s knowledge no such actions, suits or proceedings are
      contemplated or have been threatened that have not been disclosed to the
      Agent;

	 	 	 
	 	(v) 	
      neither the Issuer, the Material Subsidiaries nor any
      other party, is in default in the observance or performance of any term or
      obligation to be performed by it under any contract entered into by the
      Issuer which is material to the business or affairs of the Issuer on a
      consolidated basis and no event has occurred which with
  notice or lapse of time or both would directly or indirectly
      constitute such a default, in any such case which default or event would
      have a material adverse effect on the assets or properties, business,
      results of operations or condition (financial or otherwise) of the
  Issuer;








- 14- 

	 	(w) 	
      there are no judgments against the Issuer or any Material
      Subsidiary which are unsatisfied, nor is the Issuer or any Material
      Subsidiary subject to any consent decrees or injunctions;

	 	 	 
	 	(x) 	
      this Agreement has been or will, by the Closing, be duly
      authorized by all necessary corporate action on the part of the Issuer,
      and the Issuer has full corporate power and authority to undertake the
      Private Placement, and this Agreement and the Subscription Agreements have
      been or will by the Closing be duly authorized, executed and delivered by
      the Issuer and are or will be legal, valid and binding obligations of the
      Issuer, enforceable against the Issuer in accordance with their terms
      subject to laws relating to creditors’ rights generally, the availability
      of equitable remedies and except as rights to indemnity and contribution
      may be limited by applicable law;

	 	 	 
	 	(y) 	
      except as disclosed in the Disclosure Record, no person
      has or will, at Closing, have any right, agreement or option, present or
      future, contingent or absolute, or any right capable of becoming such a
      right, agreement or option, for the issue or allotment of any unissued
      shares in the capital of the Issuer or any subsidiary thereof or any other
      security convertible into or exchangeable for any such shares, or to
      require the Issuer or any subsidiary thereof to purchase, redeem or
      otherwise acquire any of the issued and outstanding shares in its
      capital;

	 	 	 
	 	(z) 	
      the Issuer and the Material Subsidiaries have filed all
      federal, provincial, state, local and foreign tax returns which are
      required to be filed, or has requested extensions thereof, 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;

	 	 	 
	 	(aa) 	
      the Issuer and its Material Subsidiaries have not
      violated the Corruption of Foreign Public Officials Act (Canada)
      and all applicable anti-corruption legislation in the jurisdictions in
      which they operate;

	 	 	 
	 	(bb) 	
      the Issuer has established on its respective books and
      records reserves which are adequate for the payment of all taxes not yet
      due and payable and there are no liens for taxes on the assets of the
      Issuer except for taxes not yet due, and there are no audits of any of the
      tax returns of the Issuer which are known by the Issuer’s management to be
      pending, and there are no claims which have been or, to the Issuer’s
      knowledge, may be asserted relating to any such tax returns which, if
      determined adversely, would result in the assertion by any governmental
      agency of any deficiency which would have a material adverse effect on the
      properties, business or assets of the Issuer or the Material
      Subsidiaries;








- 15- 

	 	(cc) 	
      all operations of the Issuer and the Material
      Subsidiaries have been and are being conducted in accordance with good
      industry practices and to the best of the Issuer’s knowledge, in material
      compliance with applicable laws, rules, regulations, orders and directions
      of government and other competent authorities;

	 	 	 
	 	(dd) 	
      to the best of the Issuer’s knowledge, after due inquiry,
      the Issuer and the Material Subsidiaries: (i) are in material compliance
      with any and all applicable foreign, federal, provincial, state 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”); (ii) have
      received all material permits, licenses or other approvals required of any
      of them under applicable Environmental Laws to conduct their business as
      presently conducted; and (iii) are in material compliance with all terms
      and conditions of any such permit, license or approval;

	 	 	 
	 	(ee) 	
      the minute books of the Issuer and the Material
      Subsidiaries as provided or made available to the Agent are true and
      correct in all material respects and contain all the resolutions of its
      directors and shareholders;

	 	 	 
	 	(ff) 	
      the Issuer has not withheld, and will not withhold from
      the Agent, any facts relating to the Issuer or to the offering of the
      Units that would reasonably be considered material to a
  Purchaser;

	 	 	 
	 	(gg) 	
      other than the Agent, no person, firm or corporation
      acting or purporting to act at the request of the Issuer is entitled to
      any brokerage, agency or finder’s fee in connection with the transactions
      described herein; and

	 	 	 
	 	(hh) 	
      the warranties and representations in this section are
      true and correct and will remain so as of the
Closing.



13.2                  The
Agent warrants and represents to and covenants with the Issuer that: 

	 	(a) 	
      it is a valid and subsisting corporation under the laws
      of the jurisdiction in which it was incorporated and has good and
      sufficient right and authority to enter into this Agreement and complete
      the transactions under this Agreement on the terms and conditions set
      forth herein;

	 	 	 
	 	(b) 	
      it is a broker or dealer properly registered under the
      Acts;

	 	 	 
	 	(c) 	
      it will be acquiring the Agent’s Warrants as principal
      for its own account;

	 	 	 
	 	(d) 	
      it is a member in good standing of the
Exchange;

	 	 	 
	 	(e) 	
      it: (i) is not a U.S. Person, (ii) did not receive the
      offer to purchase the Agent’s Warrants in the United States, (iii) did not
      execute this Agreement in the United States and (iv) is not acquiring the
      Agent’s Warrants for the account or benefit of a U.S. Person, or person in
      the United States; and







- 16- 

	 	(f) 	
      in connection with the Private Placement, it will, on
      behalf of the Issuer, sell the Units to the Purchasers in compliance with
      the Acts and the restrictions set out in Section
5.



13.3                  The
Agent acknowledges that none of the Agent’s Warrants or the Agent’s Shares have
been or will be registered under the U.S. Securities Act or the securities laws
of any state and that the Agent’s Warrants may not be exercised in the United
States or by or on behalf of a U.S. Person, nor may the Agent’s Warrants or the
Agent’s Shares be offered or sold in the United States unless an exemption from
registration under the U.S. Securities Act and any applicable state securities
law is available. 

14.     
              EXPENSES
OF AGENT 

14.1                  The
Issuer will pay all of the expenses of the Private Placement and all the
reasonable expenses incurred by the Agent in connection with the Private
Placement including, without limitation, the reasonable fees and expenses of the
legal counsel for the Agent. The Agent acknowledges receipt of a retainer
towards such expenses in the amount of $15,000. 14.2 The Issuer will pay the
expenses referred to in Section 14.1 even if the transactions contemplated by
this Agreement are not completed or this Agreement is terminated, unless the
failure of acceptance or completion or the termination is the result of a breach
of this Agreement by the Agent. 

14.3                  The
Agent may, from time to time, render accounts for its reasonable expenses in
connection with the Private Placement to the Issuer for payment on or before the
dates set out in the accounts. 

14.4                  The
Issuer authorizes the Agent to deduct its reasonable expenses in connection with
the Private Placement, including, without limitation, the fees and expenses of
its legal counsel, from the proceeds of the Private Placement and any advance
payments made by the Issuer, including expenses for which an account has not yet
been rendered. 

15.                   
GARNISHING ORDERS 

15.1                 
If at any time up to and including the Closing the Agent receives a garnishing
order or other form of attachment purporting to attach or garnish a part or all
of the sale price of any of the Securities, the Agent will be free to pay the
amount purportedly attached or garnished into court. 

15.2                  Any
payment by the Agent into court pursuant to a garnishing order will be deemed to
have been received by the Issuer as payment by the Agent against the sale price
of the Securities to the extent of the amount paid, and the Issuer will be bound
to issue and deliver the Securities proportionately to the amount paid by the
Agent. 

15.3                 
The Agent will not be bound to ascertain the validity of any garnishing order or
attachment, or whether in fact it attaches any moneys held by the Agent, and the
Agent will be free to act with impunity in replying to any garnishing order or
attachment. 




- 17- 

15.4                 
The Issuer will release, indemnify and save harmless the Agent in respect of all
damages, costs, expenses or liabilities arising from any acts of the Agent under
this section. 

16.                  
 INDEMNITY 

16.1                 
The Issuer and its Material Subsidiaries or affiliated companies, as the case
may be, (collectively, the “Indemnitor”) hereby agree to indemnify and
hold the Agent and its subsidiaries and affiliates, and their respective
directors, officers, employees and agents (each an “Indemnified Party”
and collectively, the “Indemnified Parties”) harmless from and against
any and all expenses, losses (other than loss of profits), fees, claims, actions
(including shareholder actions, derivative actions or otherwise), damages,
obligations, or liabilities, whether joint or several, and the reasonable fees
and expenses of its counsel, that may be incurred in advising with respect to
and/or defending any actual or threatened claims, actions, suits, investigations
or proceedings to which the Indemnified Parties or any of them may become
subject or otherwise involved in any capacity under any statute or common law,
or otherwise insofar as such expenses, losses, claims, damages, liabilities or
actions arise out of or are based, directly or indirectly, upon the performance
of professional services rendered to the Indemnitor by the Indemnified Parties
hereunder (including the aggregate amount paid in reasonable settlement of any
such actions, suits, investigations, proceedings or claims that may be made
against any of the Indemnified Parties, provided that the Indemnitor has agreed
to such settlement), provided, however, that this indemnity shall not apply to
the extent that a court of competent jurisdiction in a final judgment that has
become non-appealable shall determine that: 

	 	(a) 	
      the Indemnified Parties have been negligent or have
      committed wilful misconduct or any fraudulent act in the course of such
      performance; and

	 	 	 
	 	(b) 	
      the expenses, losses, claims, damages or liabilities, as
      to which indemnification is claimed, were directly caused by the
      negligence, wilful misconduct or fraud referred to in
  (a).



Without limiting the generality of the foregoing, this
indemnity shall apply to all expenses (including legal expenses), losses, claims
and liabilities that the Agent may incur as a result of any action or litigation
that may be threatened or brought against any of the Indemnified Parties insofar
as such expenses, losses, claims, damages, liabilities or actions arise out of
or are based, directly or indirectly, upon the performance of professional
services rendered to the Indemnitor by the Indemnified Parties hereunder. 

16.2                  The
Issuer will reimburse the Indemnified Parties for any and all expenses or
liabilities which are indemnifiable hereunder as and when they are incurred by
the Indemnified Party. If any action or claim is brought against an Indemnified
Party in respect of which indemnity may be sought from the Issuer pursuant to
this Agreement, the Indemnified Party will promptly notify the Issuer in
writing. 

16.3                 
If for any reason (other than the occurrence of any of the events itemized in
paragraphs 16.1(a) and 16.1(b) above), the foregoing indemnification is
unavailable to the Agent or any Indemnified Party or is insufficient to hold the
Agent or any Indemnified Party harmless as a result of such expense, loss,
claim, damage or liability, the Indemnitor, the Agent and such Indemnified Party will contribute to such expense, loss, claim,
damage or liability in such proportion as is appropriate to reflect not only the
relative benefits received by the Indemnitor on the one hand and the Agent or
any Indemnified Party on the other hand but also the relative fault of the
Indemnitor and the Agent or any Indemnified Party, as well as any relevant
equitable considerations; provided that the Indemnitor shall in any event
contribute to the amount paid or payable by the Agent or any Indemnified Party
as a result of such expense, loss, claim, damage or liability and any excess of
such amount over the amount of the fees received by the Agent hereunder. 




- 18- 

16.4                 
The Indemnitor agrees that in case any legal proceeding shall be brought against
the Indemnitor, the Agent and/or any of its respective Indemnified Party by any
governmental commission or regulatory authority or any stock exchange or other
entity having regulatory authority, either domestic or foreign, or any such
entity shall investigate the Indemnitor, the Agent and/or any Indemnified Party
shall be required to testify in connection therewith or shall be required to
respond to procedures designed to discover information regarding, in connection
with, or by reason of the performance of professional services rendered to the
Indemnitor, the Indemnitor shall have the right to retain, at its own expense,
counsel reasonably satisfactory to the Agent to defend the Agent in respect of
such proceeding unless the Agent elects to retain its own counsel. If the Agent
elects to retain its own counsel, the fees and expenses of such counsel will,
notwithstanding section 16.1 above, be borne by the Agent unless, in the opinion
of the Agent on the advice of legal counsel, the representation of both parties
by the same legal counsel would be inappropriate due to the potential differing
interests between them, the Indemnitor has not retained counsel within a
reasonable time after being notified of the proceeding or the Indemnitor
otherwise consents to the use of such independent legal counsel, in which case
the Indemnitor shall be liable to pay the reasonable fees and expenses of
counsel for the Agent as well as the reasonable costs (including an amount to
reimburse the Agent for time spent by its Personnel in connection therewith) and
out-of-pocket expenses incurred by its Indemnified Parties in connection
therewith shall be paid by the Indemnitor as they occur. 

16.5                 
Promptly after receipt of notice of the commencement of any legal proceeding
against the Agent or any of its Indemnified Parties or after receipt of notice
of the commencement of any investigation, which is based, directly or
indirectly, upon any matter in respect of which indemnification may be sought
from the Indemnitor, the Agent will notify the Indemnitor in writing of the
commencement thereof, and throughout the course thereof, will provide copies of
all relevant documentation to the Indemnitor, will keep the Indemnitor advised
of the progress thereof and will discuss with the Indemnitor all significant
actions proposed. However, the failure by the Agent to notify the Indemnitor
will not relieve the Indemnitor of its obligations to indemnify the Agent and/or
any such Indemnified Party. The Indemnitor shall on behalf of itself and the
Agent, and/or any Indemnified Party, as applicable, be entitled (but not
required) to assume the defence of any suit brought to enforce such legal
proceeding; provided, however, that the defence shall be conducted through legal
counsel acceptable to the Agent and/or any such Indemnified Party, as
applicable, acting reasonably, that no settlement of any such legal proceeding
may be made by the Indemnitor without the prior written consent of the Agent
and/or any such Indemnified Party, as applicable, and none of the Agent and/or
any such Indemnified Party, as applicable, shall be liable for any settlement of
any such legal proceeding unless it has consented in writing to such settlement,
such consent not to be unreasonably withheld. If the Agent and the Indemnified
Parties elect to retain its own counsel, the fees and expenses of such counsel will, notwithstanding section 16.1
above, be borne by the Agent unless, in the opinion of the Agent on the advice
of legal counsel, the representation of both parties by the same legal counsel
would be inappropriate due to the potential differing interests between them,
the Indemnitor has not retained counsel within a reasonable time after being
notified of the proceeding or the Indemnitor otherwise consents to the use of
such independent legal counsel, in which case the Indemnitor shall be liable to
pay the reasonable fees and expenses of counsel for the Agent as they occur 16.6
The indemnity and contribution obligations of the Indemnitor shall be in
addition to any liability, which the Indemnitor may otherwise have, shall extend
upon the same terms and conditions to the Indemnified Parties and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Indemnitor, the Agent, and any of the
Indemnified Party. The foregoing provisions shall survive the completion of
professional services rendered under this Agreement. 




- 19- 

17.                  
 RIGHT OF FIRST REFUSAL

17.1                 
The Issuer will provide the Agent written notice (the “ROFR Notice”) of
the terms of any financing, including, without limitation, any public offering
or private placement of equity or convertible securities whatsoever (whether or
not such financing is undertaken through a broker, underwriter, agent or
otherwise), that it requires or proposes to undertake at any time during the
eighteen months following the Closing Date and the Agent will have, as its
option, the right of first refusal (the “Right of First Refusal”) to
participate as agent in respect of such financing for 25% of any such financing.


17.2                 
The Right of First Refusal must be exercised by the Agent within 15 days
following the receipt of the ROFR Notice by notifying the Issuer that it will
provide such financing or such portion of such financing on the terms set out in
the ROFR Notice. 

17.3                 
If the Agent fails to give notice within the 15 days referred to in Section 17.2
that it is exercising the Right of First Refusal upon the terms set out in the
ROFR Notice, the Issuer will then be free to make other arrangements to obtain
financing from another source on the same terms or on terms no less favourable
to the Issuer, subject to obtaining the acceptance of the Commissions and the
Exchange.

17.4                 
The Right of First Refusal will not terminate if, on receipt of any ROFR Notice
from the Issuer under this section, the Agent fails to exercise the right. 

18.                   
ADDITIONAL ISSUANCES

18.1                 
The Issuer shall not, without the prior written consent of the Agent (such
consent not to be unreasonably withheld or delayed), directly or indirectly,
issue, sell, offer, grant an option or right in respect of, or otherwise dispose
of, or agree to, or announce any intention to issue, sell, offer, grant an
option or right in respect of, otherwise dispose of, any additional common
shares of the Company or any securities exchangeable for, or convertible into,
additional common shares of the Company for a period of two months after the
Closing Date except for the issue of common shares or other securities of the
Issuer in relation to currently outstanding commitments (such as for purposes of
the grant of options or the issuance of any common shares issued pursuant to the Issuer’s stock option plan
or upon exercise of any outstanding stock options or warrants of the Issuer),
during the period beginning on the Closing Date and ending two months days after
the Closing Date. 




- 20- 

19.                  
 ASSIGNMENT AND SELLING GROUP PARTICIPATION 

19.1                  The
Agent will not assign this Agreement or any of its rights under this Agreement
or, with respect to the Securities, enter into any agreement in the nature of an
option or a sub-option unless and until, for each intended transaction, the
Agent has obtained the consent of the Issuer. 

19.2                 
Notwithstanding anything to the contrary in this Agreement, the Agent may offer
selling group participation in the normal course of the brokerage business to
selling groups of other licensed dealers, brokers and investment dealers, who
may or may not be offered part of the Agent’s Commission and the Agent’s
Warrants. The Agent agrees, however, that the Agent’s Warrants will not be
offered pursuant to this paragraph and such securities will not be issued by the
Issuer except to a person who, to the best of knowledge of the Agent, complies
with the representations and warranties set forth in Section 13.2 of this
Agreement. 

20.                   
CONFIDENTIALITY 

20.1                 
The Agent will establish reasonable procedures to hold in confidence all
information received by it from the Issuer which has not been generally
disclosed to the public and will not knowingly disclose such information, except
as required in its opinion, acting reasonably, to discharge its obligations:


	 	(a) 	
      under this Agreement; and

	 	 	 
	 	(b) 	
      under applicable law or regulatory
  policy.



21.                   
PUBLIC DISCLOSURE 

21.1                  The
Issuer agrees that no public announcement or news release concerning this
Agreement or any other instrument related thereto, or the relationship between
the Issuer and the Agent will be made without providing the public announcement
or news release to the Agent in advance. The Company will use its reasonable
best efforts to agree to the form of and content thereof with the Agent prior to
release, such consent not to be unreasonably withheld or delayed. All press
releases regarding the Private Placement will include the following statements:
Prominently at the top of each press release relating to the distribution of the
Units: 

“NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES” 




- 21- 

Within the body of each press release relating to the
distribution of the Units: 

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


22.                  
 SEVERABILITY 

22.1                 
If any provision of this Agreement is found to be illegal or unenforceable, it
will be considered separate and severable from this Agreement and the remaining
provisions of this Agreement will remain in force and be binding upon the
parties as though the illegal or unenforceable provision had never been
included. 

23.                   
NOTICE 

23.1                  All
notices required to be given under this Agreement must be made in writing and
either delivered or sent by facsimile to the party to whom notice is to be given
at the address below or at such other address designated by that party in
writing: If to the Issuer: 

Northstare Healthcare Inc. 
Suite
150 - 4120 Southwest Freeway 
Houston, Texas 77027 
U.S.A. 


Attention:                 
Corporate
Secretary
Fax:                              713-355-8615

Email:                         
 info@northstar-healthcare.com 


with a copy to the Issuer’s legal
counsel: 

Macdonald Tuskey 
Suite 400, 570
Granvile Street 
Vancouver, B.C. 
V6C 3P1 


Attention:                 
William MacDonald

Email:                          
wmacdonald@wlmlaw.ca





- 22- 

If to the Agent: 

PI Financial Corp. 
Suite 1900 -
666 Burrard Street 
Vancouver, B.C. 
V6C 3N1 


Attention:                  Blake
Corbet


Email:                          bcorbet@pifnancialcorp.com



with a copy to the Agent’s legal counsel: 

McCullough O’Connor Irwin LLP

Suite 2600 – 1066 West Hastings Street 
Vancouver, B.C. 
V6E 3X1



Attention:                 
Dave Gunasekera


Fax:                            
604-687-7099


Email:                         
dgunasekera@moisolicitors.com



23.2                 
If notice is sent by facsimile or is delivered, it will be deemed to have been
given at the time of transmission or delivery. 

23.3                 
If notice is mailed, it will be deemed to have been received five Business Days
following the date of mailing of the notice unless there is an interruption in
normal mail service due to strike, labour unrest or other cause during such five
Business Days, in which case any notice sent by mail shall be deemed not to have
been received until it is actually received. 

24.                   
GENERAL 

24.1                 
Time is of the essence of this Agreement and will be calculated in accordance
with the provisions of the Interpretation Act (British Columbia). 

24.2                  The
representations, warranties, covenants and indemnities of the Issuer and the
Agent contained in this Agreement will survive the Closing and will continue in
full force and effect for the benefit of the parties, regardless of any due
diligence investigation carried out by or on behalf of any party with respect
thereto. 

24.3                 
This Agreement is to be read with all changes in gender or number as required by
the context. 

24.4                  This
Agreement enures to the benefit of and is binding on the parties to this
Agreement and their successors and permitted assigns. Notwithstanding the
foregoing, this Agreement may not be assigned by either party without the prior
written consent of the other party. 




- 23- 

24.5                  The
headings in this Agreement are for convenience of reference only and do not
affect the interpretation of this Agreement. 

24.6                 
This Agreement is governed by, subject to and interpreted in accordance with the
laws of the Province of British Columbia, and the courts of the Province of
British Columbia will have the exclusive jurisdiction over any dispute arising
in connection with this Agreement. 

24.7                  Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in
lawful money of Canada. 

24.8                  This
Agreement (together with the Subscription Agreements referred to above which are
to be used in the Private Placement) constitutes the entire agreement between
the parties with respect to the subject matter of this Agreement and supersedes
all prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties, including, without
limitation, the engagement letter between the parties dated November 29, 2013,
and, except as incorporated by reference above, there are no warranties,
representations or other agreements between the parties in connection with the
subject matter of this Agreement unless signed by each party and purporting to
be an amendment to this Agreement. 

24.9                 
This Agreement may be executed in two or more counterparts and may be delivered
by facsimile, each of which will be deemed to be an original and all of which
will constitute one agreement, effective as of the date first given above. 

[THE REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]





- 24- 

If the terms of this Agreement accurately reflect your
understanding and you agree with them, then please signify your acceptance by
signing each copy or counterpart of this Agreement on behalf of the Issuer where
indicated below. Please return the originally signed copies or counterparts to
us. 

Yours truly, 

PI FINANCIAL CORP. 

Per:


/s/ signed                                    

Authorized Signatory

 

The foregoing is accepted and agreed to by Northstar Healthcare
Inc. on the ______ day of December, 2013, effective as of the date appearing on
the first page of this Agreement. 

NORTHSTAR HEALTHCARE INC. 

Per:


/s/ signed                                 

Authorized Signatory