Exhibit 4.1


 


 


LOGIQ, INC.


as the Corporation


and


 


 ODYSSEY TRUST COMPANY


as the Warrant Agent


 





 



 


WARRANT INDENTURE

Providing for the Issue of Warrants

Dated as of June 21, 2021




 





 



 






     


     


    

 


TABLE OF CONTENTS


 


	Article 1.	INTERPRETATION	2
	 	 	 
	1.1	Definitions	2
	 	 	 
	1.2	Gender and Number	5
	 	 	 
	1.3	Headings, Etc.	5
	 	 	 
	1.4	Day not a Business Day	5
	 	 	 
	1.5	Time of the Essence	5
	 	 	 
	1.6	Monetary References	5
	 	 	 
	1.7	Language	5
	 	 	 
	1.8	Applicable Law	6
	 	 	 
	Article 2.	Issue of Warrants	6
	 	 	 
	2.1	Creation and Issue of Warrants	6
	 	 	 
	2.2	Terms of Warrants	6
	 	 	 
	2.3	Warrantholder not a Shareholder	6
	 	 	 
	2.4	Warrants to Rank Pari Passu	7
	 	 	 
	2.5	Form of Warrants and Certificated Warrants	7
	 	 	 
	2.6	Book Entry Warrants	7
	 	 	 
	2.7	Warrant Certificate	9
	 	 	 
	2.8	Legends	10
	 	 	 
	2.9	Register of Warrants	10
	 	 	 
	2.10	Issue in Substitution for Warrant Certificates Lost, etc.	11
	 	 	 
	2.11	Exchange of Warrant Certificates	11
	 	 	 
	2.12	Transfer and Ownership of Warrants	12
	 	 	 
	2.13	Cancellation of Surrendered Warrants	12
	 	 	 
	2.14	Warrants Issued Upon Exercise of the Agent Unit Warrants and Advisory Fee Units	13



 






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	Article 3.	EXERCISE OF WARRANTS	13
	 	 	 
	3.1	Right of Exercise	13
	 	 	 
	3.2	Warrant Exercise	13
	 	 	 
	3.3	Transfer Fees and Taxes	14
	 	 	 
	3.4	Warrant Agency	15
	 	 	 
	3.5	Effect of Exercise of Warrant Certificates	15
	 	 	 
	3.6	Partial Exercise of Warrants; Fractions	16
	 	 	 
	3.7	Expiration of Warrants	16
	 	 	 
	3.8	Accounting and Recording	16
	 	 	 
	3.9	Securities Restrictions	16
	 	 	 
	Article 4.	ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE	16
	 	 	 
	4.1	Adjustment of Number of Common Shares and Exercise Price	16
	 	 	 
	4.2	Entitlement to Common Shares on Exercise of Warrant	20
	 	 	 
	4.3	No Adjustment for Certain Transactions	20
	 	 	 
	4.4	Determination by Auditors	20
	 	 	 
	4.5	Proceedings Prior to any Action Requiring Adjustment	20
	 	 	 
	4.6	Certificate of Adjustment	21
	 	 	 
	4.7	Notice of Special Matters	21
	 	 	 
	4.8	No Action after Notice	21
	 	 	 
	4.9	Other Action	21
	 	 	 
	4.10	Protection of Warrant Agent	21
	 	 	 
	4.11	Participation by Warrantholder	22



 






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	Article 5.	RIGHTS OF THE CORPORATION AND COVENANTS	22
	 	 	 
	5.1	Optional Purchases by the Corporation	22
	 	 	 
	5.2	General Covenants	22
	 	 	 
	5.3	Warrant Agent's Remuneration and Expenses	23
	 	 	 
	5.4	Performance of Covenants by Warrant Agent	23
	 	 	 
	5.5	Enforceability of Warrants	23
	 	 	 
	Article 6.	ENFORCEMENT	24
	 	 	 
	6.1	Suits by Registered Warrantholders	24
	 	 	 
	6.2	Suits by the Corporation	24
	 	 	 
	6.3	Immunity of Shareholders, etc.	24
	 	 	 
	6.4	Waiver of Default	24
	 	 	 
	Article 7.	MEETINGS OF REGISTERED WARRANTHOLDERS	24
	 	 	 
	7.1	Right to Convene Meetings	24
	 	 	 
	7.2	Notice	25
	 	 	 
	7.3	Chairman	25
	 	 	 
	7.4	Quorum	25
	 	 	 
	7.5	Power to Adjourn	26
	 	 	 
	7.6	Show of Hands	26
	 	 	 
	7.7	Poll and Voting	26
	 	 	 
	7.8	Regulations	26
	 	 	 
	7.9	Corporation and Warrant Agent May be Represented	27
	 	 	 
	7.10	Powers Exercisable by Extraordinary Resolution	27
	 	 	 
	7.11	Meaning of Extraordinary Resolution	28
	 	 	 
	7.12	Powers Cumulative	28
	 	 	 
	7.13	Minutes	28
	 	 	 
	7.14	Instruments in Writing	29
	 	 	 
	7.15	Binding Effect of Resolutions	29
	 	 	 
	7.16	Holdings by Corporation Disregarded	29
	 	 	 
	Article 8.	SUPPLEMENTAL INDENTURES	29
	 	 	 
	8.1	Provision for Supplemental Indentures for Certain Purposes	29
	 	 	 
	8.2	Successor Entities	30



 






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	Article 9.	CONCERNING THE WARRANT AGENT	30
	 	 	 
	9.1	Trust Indenture Legislation	30
	 	 	 
	9.2	Rights and Duties of Warrant Agent	30
	 	 	 
	9.3	Evidence, Experts and Advisers	31
	 	 	 
	9.4	Documents, Monies, etc. Held by Warrant Agent	32
	 	 	 
	9.5	Actions by Warrant Agent to Protect Interest	32
	 	 	 
	9.6	Warrant Agent Not Required to Give Security	32
	 	 	 
	9.7	Protection of Warrant Agent	32
	 	 	 
	9.8	Replacement of Warrant Agent; Successor by Merger	33
	 	 	 
	9.9	Acceptance of Agency	34
	 	 	 
	9.10	Warrant Agent Not to be Appointed Receiver	34
	 	 	 
	9.11	Warrant Agent Not Required to Give Notice of Default	34
	 	 	 
	9.12	Anti-Money Laundering	34
	 	 	 
	9.13	Privacy	35
	 	 	 
	Article 10.	GENERAL	35
	 	 	 
	10.1	Notice to the Corporation and the Warrant Agent	35
	 	 	 
	10.2	Notice to Registered Warrantholders	36
	 	 	 
	10.3	Ownership of Warrants	36
	 	 	 
	10.4	Satisfaction and Discharge of Indenture	36
	 	 	 
	10.5	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders	37
	 	 	 
	10.6	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided	37
	 	 	 
	10.7	Severability	37
	 	 	 
	10.8	Force Majeure	38
	 	 	 
	10.9	Assignment, Successors and Assigns	38
	 	 	 
	10.10	Counterparts	38
	 	 	 
	10.11	Rights of Rescission and Withdrawal for Holders	38



 


SCHEDULES


 


Schedule “A” – Warrant Certificate


 




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WARRANT INDENTURE


 


THIS WARRANT INDENTURE is dated as of June 21,
2021


 


BETWEEN:




Logiq, Inc., a Delaware company with a head office at 5 Broad Street, 16-079, New York, NY., E-mail: brent@logiq.com


 


(the “Corporation”)


 


AND




Odyssey Trust Company, a trust company incorporated under the laws of Alberta with an office at 300 5th Ave. SW, Suite
1230, Calgary, AB T2P 3C4, E-mail: corptrust@odysseytrust.com


 


(the “Warrant Agent”)


 


WHEREAS in connection with the Offering (as defined
below) by the Corporation through the Agent (as defined below), the Corporation is proposing to issue up to a maximum of 3,333,333 Units
(as defined below) plus up to an additional 500,000 Units pursuant to the Agent’s overallotment option, each Unit to be comprised
of one Common Share (as defined below) and one Warrant (as defined below);


 


AND WHEREAS pursuant to the Agency Agreement (as
defined below) the Corporation will issue up to a maximum of 306,667 Agent Unit Warrants (as defined below) to the Agent, each exercisable
for one Unit;


 


AND WHEREAS the Corporation is to issue 83,333
Units of securities to the Agent as compensation for certain strategic advisory and support services rendered. Each such unit of securities
to be comprised of one Common Share and one Warrant (the “Advisory Fee Units”);


 


AND WHEREAS therefore the Warrants issuable under
his Indenture will be (i) the Warrants comprised in the Units issued under the Offering, (ii) the Warrants comprised in the Units to be
issued upon exercise of Agent Unit Warrants, and (iii) the Warrants comprised in the Advisory Fee Units;


 


AND WHEREAS pursuant to this Indenture, each Warrant
shall, subject to adjustment, entitle the holder thereof to acquire one Common Share (each a “Warrant Share”) upon
payment of the Exercise Price (as defined below) prior to the Expiry Time (as defined below) upon the terms and conditions herein set
forth;


 


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


 


AND WHEREAS the foregoing recitals are made as
representations and statements of fact by the Corporation and not by the Warrant Agent;


 






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


 


Article
1. INTERPRETATION


 


 1.1 Definitions




 


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


 


“Adjustment Period” means the
period from the Effective Date up to and including the Expiry Time;


 


“Advisory Fee Units” has the
meaning set forth in the recitals to this Indenture;


 


“Agent” means Research Capital
Corporation, agent and sole bookrunner for the Offering;


 


“Agency Agreement” means the
agency agreement between the Agent and the Corporation in respect of the Offering.


 


“Agent Unit Warrants” means
the maximum of 306,667 agent unit warrants to be issued on the Effective Date to the Agent in accordance with the terms of the Agency
Agreement, each exercisable until the Expiry Time for one Unit;


 


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


 


“Applicable Procedures”
means (a) with respect to any transfer or exchange of beneficial ownership interests in, or the exercise of Warrants represented by, a
CDS Global Warrant, the applicable rules, procedures or practices of the Depository and the Warrant Agent in effect at the time being,
and (b) with respect to any issuance, deposit or withdrawal of Warrants from or to an electronic position evidencing a beneficial ownership
interest in Warrants represented by a CDS Global Warrant, the rules, procedures or practices followed by the Depository and the Warrant
Agent at the time being with respect to the issuance, deposit or withdrawal of such positions;


 


“Auditors” means a firm of chartered
accountants duly appointed as auditors of the Corporation;


 


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


 


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


 


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


 






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“Business Day” means any day
other than Saturday, Sunday or a statutory or civic holiday, or any other day on which the banks are not open for business in the Province
of Ontario;


 


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


 


“CDSX” means the settlement
and clearing system of CDS Clearing and Depository Services Inc. for equity and debt securities in Canada;


 


“Common Shares” means fully paid
and non-assessable shares of common stock of the Corporation as presently constituted;


 


“Confirmation” has the meaning
set forth in Section 3.2(2);


 


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


 


“Current Market Price”
of the Common Shares at any date means the weighted average trading price per Common Share for such Common Shares for each day there was
a closing price for the 10 consecutive Trading Days ending three Trading Days prior to such date on the NEO Exchange or such other stock
exchange or over-the-counter market on which the Common Shares are trading on such date;


 


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


 


“Dividends” means any dividends
paid by the Corporation;


 


“Effective Date” means the date
of this Indenture;


 


“Exchange Rate” means the number
of Common Shares subject to the right of purchase under each Warrant;


 


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


 


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


 


“Exercise Price” at any time
means the price at which a Common Share may be purchased by the exercise of a Warrant, which is initially $3.50 per Common Share, payable
in immediately available Canadian funds, subject to adjustment in accordance with the provisions of Article 4;


 


“Expiry Date” means June 21,
2024;


 


“Expiry Time” means 5:00 p.m.
(Toronto time) on the Expiry Date;


 


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


 


“Internal Procedures” means in
respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including
without limitation, original issuance or registration of transfer of ownership) the minimum number of the Warrant Agent’s internal procedures
customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the
Warrant Agent, it being understood that neither preparation and issuance shall constitute part of such procedures for any purpose of this
definition;


 






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“Issue Date” means June 21, 2021,
or such other date prior to the Expiry Time on which Warrants subject to this Indenture are issued;


 


“Offering”
means the offering of a minimum of 1,666,667 Units and a maximum of 3,333,333 Units at a price of $3.00 per Unit (including a maximum
of Units issuable pursuant to the Agent’s over-allotment option), which Units were originally qualified for distribution pursuant
to a final long form prospectus of the Corporation dated June 9, 2021 and have been registered for resale pursuant to a registration statement
of the Corporation on June 21, 2021;


 


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


 


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


 


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


 


“Shareholders” means holders
of Common Shares;


 


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


 


“Trading Day” means, with respect
to a stock exchange, a day on which such exchange is open for the transaction of business;


 


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


 


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


 


“Units” means units of securities
of the Corporation, each consisting of one Common Share in and one Warrant;


 


“Warrants” means the Common Share
purchase warrants created and authorized by, and issuable under this Indenture, to be issued and countersigned hereunder in certificated
form and/or Uncertificated Warrant held through the book entry registration system on a no-certificate issued basis, entitling the holder
or holders thereof to purchase Common Shares on the basis of one Common Share for each whole Warrant upon payment of the Exercise Price
(subject to adjustment as herein provided) prior to the Expiry Time and, where the context so requires, also means the warrants issued
and Authenticated hereunder, whether by way of Warrant Certificate or Uncertificated Warrant;


 


“Warrant Agency” means the principal
office of the Warrant Agent in the City of Calgary or such other place as may be designated in accordance with Section 3.4;


 


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


 


“Warrant Certificate” or “Certificated
Warrant” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants
that will be evidenced by a certificate;


 






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


 


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


 


“Warrant
Shares” has the meaning, subject to Article 4, set forth in
the recitals to this Indenture; and 


 


“written order of the Corporation”,
“written request of the Corporation”, “written consent of the Corporation” and “certificate
of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation
by any director or officer the Corporation, and may consist of one or more instruments so executed.


 


 1.2 Gender and Number




 


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


 


1.3 Headings, Etc.




 


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


 


1.4 Day not a Business Day




 


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


 


1.5 Time of the Essence




 


Time shall be of the essence
of this Indenture.


 


 1.6 Monetary References




 


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


 


 1.7 Language




 


The parties hereto confirm their
express wish that this Indenture and all documents and agreements directly or indirectly relating hereto be drawn up in the English language.
Les parties reconnaissent leur volonté expresse que la présente convention de souscription ainsi que tous les documents
et contrats s’y rattachant directement ou indirectement soient rédigés en anglais.


 






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 1.8 Applicable Law




 


This Indenture, the Warrants,
the Warrant Certificates (including all documents relating thereto) shall be construed in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. Each of the parties
hereto, which shall include the Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario
with respect to all matters arising out of this Indenture and the transactions contemplated herein.


 


Article
2. Issue of Warrants


 


 2.1 Creation and Issue of Warrants




 


A maximum of 4,223,333 Warrants
are hereby created and authorized to be issued on the applicable Issue Date in accordance with the terms and conditions hereof. By written
order of the Corporation, the Warrant Agent shall deliver Warrant Certificates or Uncertificated Warrants to Registered Warrantholders
and record the name of the Registered Warrantholders on the Warrant register. Registration of interests in Warrants held by the Depository
may be evidenced by a position appearing on the register for Warrants of the Warrant Agent for an amount representing the aggregate number
of such Warrants outstanding from time to time.


 


2.2 Terms of Warrants




 


		(1)	Subject to the applicable conditions for exercise set out
in Article 3 having been satisfied and subject to adjustment in accordance with Article 4, each Warrant shall entitle each Warrantholder
thereof, upon exercise at any time after the Issue Date and before the Expiry Time, to acquire one Common Share upon payment of the Exercise
Price.



 


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



 


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



 


		(4)	The number of Common Shares which may be purchased upon exercise
of the Warrants may be adjusted upon the events and in the manner specified in Article 4.



 


		(5)	Neither the Corporation nor the Warrant Agent shall have
any obligation to deliver Common Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident
of a country or political subdivision thereof in which the Common Shares may not lawfully be issued pursuant to applicable securities
legislation. The Corporation or the Warrant Agent may require any person to provide proof of an applicable exemption from such securities
legislation to the Corporation and Warrant Agent before Common Shares are delivered pursuant to the exercise of any Warrant.



 


 2.3 Warrantholder not a Shareholder




 


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


 






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 2.4 Warrants to Rank Pari Passu




 


All Warrants (whether issued
under the Offering, issued upon exercise of Agent Unit Warrants or an Advisory Fee Unit) shall rank equally and without preference over
each other, whatever may be the actual date of issue thereof.


 


 2.5 Form of Warrants and Certificated Warrants




 


The Warrants may be issued in
both certificated and uncertificated form. All Warrants issued in certificated form shall be evidenced by the Warrant Certificates (including
all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A” hereto, which
shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the
Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be
in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Warrantholders
to be maintained by the Warrant Agent in accordance with Section 2.6. Each Warrantholder by purchasing such Warrant acknowledges and agrees
that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A” hereto shall apply
to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such
Warrantholders are Registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Warrants
through a Depository.


 


 2.6 Book Entry Warrants




 


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



 


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



 


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



 






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



 


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



 


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



 


		(e)	such right is required by applicable law, as determined by
the Corporation and the Corporation’s Counsel; or



 


		(f)	the Corporation so instructs the Warrant Agent, in writing
satisfactory to the Warrant Agent,



 


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


 


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



 


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



 


		(5)	Notwithstanding anything to the contrary in this Indenture,
subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing
by the Depository or the Corporation.



 


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



 


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



 


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



 






    8


     


    

 


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



 


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



 


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



 


 2.7 Warrant Certificate




 


		(1)	Until it has been Authenticated by the Warrant Agent, no
Warrant, whether it is a Certificated Warrant or an Uncertificated Warrant, shall be considered issued, valid or obligatory nor entitle
its holder to the benefits of this Indenture. Authentication by the Warrant Agent shall be conclusive evidence against the Corporation
that the Warrants so Authenticated are valid and binding obligations of the Corporation, have been duly issued hereunder and that the
holder thereof is entitled to the benefits of this Indenture. Authentication by the Warrant Agent shall not be construed as a representation
or warranty by the Warrant Agent as to the validity of this Indenture or of such Warrants (except the due Authentication thereof) or
as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be liable
or answerable for the use made of the Warrants or any of them or of the consideration thereof.



 


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



 


		(3)	The Warrant Agent shall Authenticate Uncertificated Warrants
(whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures
and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated
Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Warrants have been duly issued
hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence
as to all matters relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records
or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling,
absent manifest error, and any Uncertificated Warrants recorded therein shall be binding on the Corporation.



 


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



 


		(5)	No Warrant shall (a) be considered issued, valid, or obligatory;
nor (b) entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication
by the Warrant Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant
Agent as to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication
thereof) or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect
be liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant
Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder and
that the holder thereof is entitled to the benefits of this Indenture.



 


		(6)	No Certificated Warrant (a) shall be considered issued and
Authenticated nor (b) if Authenticated, shall be obligatory nor entitle the holder thereof to the benefits of this Indenture, until it
has been Authenticated by manual signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule
“A” hereto. Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant
is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this
Indenture.



 


		(7)	No Uncertificated Warrant shall (a) be considered issued
or obligatory; nor (b) entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by entry on the
register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an Uncertificated Warrant
shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation and that the holder
is entitled to the benefits of this Indenture.



 


		(8)	The Authentication by the Warrant Agent of any Warrants whether
by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity
of the Indenture or such Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations
under this Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them
or the proceeds thereof.



 






    9


     


    

 


 2.8 Legends




 


		(1)	Any Warrant Certificate representing CDS Global Warrants
shall bear the following legend:



 


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


 


		(2)	Notwithstanding any other provisions of this Indenture, in
processing and registering transfers of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine
the compliance by any transferor or transferee with the terms of the legend on the Warrant Certificate, or with the relevant securities
laws or regulations, including, without limitation, Regulation S of the U.S. Securities Act, and the Warrant Agent shall be entitled
to assume that all transfers are legal and proper.



 


 2.9 Register of Warrants




 


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



 


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



 


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



 


		(c)	whether such Warrant has been cancelled; and



 


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



 


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


 






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



 


 2.10 Issue in Substitution for Warrant Certificates Lost, etc.




 


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



 


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



 


 2.11 Exchange of Warrant Certificates




 


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



 


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



 






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 2.12 Transfer and Ownership of Warrants




 


		(1)	The Warrants may only be transferred on the register kept
by the Warrant Agent at the Warrant Agency by the Registered Warrantholder or its legal representatives or its attorney duly appointed
by an instrument in writing in form and execution reasonably satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant
Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred
together with a duly executed transfer form in the form attached to the Warrant Certificate as set out in Schedule “A”; (b)
in the case of Book Entry Warrants, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration
system; (c) in the case of Uncertificated Warrants, surrendering to the Warrant Agent at the Warrant Agency, a duly executed transfer
form in the form attached to the Warrant Certificate as set out in Schedule “A” from the Registered Warrantholder (or such
other instructions, in form reasonably satisfactory to the Warrant Agent); and (d) upon compliance with:



 


		(i)	the conditions herein;



 


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



 


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



 


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


 


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



 


 2.13 Cancellation of Surrendered Warrants




 


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


 






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 2.14 Warrants Issued Upon Exercise of the Agent Unit Warrants and Advisory Fee Units




 


Warrants issued upon exercise of the Agent Unit
Warrants and the Advisory Fee Units are to be and have the same attributes (including the Expiry Date) applicable to Warrants issued under
the Offering.


 


Article
3. EXERCISE OF WARRANTS


 


 3.1 Right of Exercise




 


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


 3.2 Warrant Exercise




 


		(1)	Registered Warrantholders of Certificated Warrants or Uncertificated
Warrants who wish to exercise the Warrants held by them in order to acquire Common Shares must complete the exercise form (the “Exercise
Form”) attached to the Warrant Certificate attached hereto as Schedule “A” (which may be amended by the Corporation
with the consent of the Warrant Agent from time to time), and deliver such certificate(s) (or be deemed to have delivered in respect
of an Uncertificated Warrant), the executed Exercise Form and a certified cheque, bank draft or money order payable to or to the order
of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented by a Warrant
Certificate or the Warrants represented by an Uncertificated Warrant shall be deemed to be surrendered upon personal delivery of such
certificate, Exercise Form and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual
receipt thereof by the Warrant Agent at the Warrant Agency.



 


		(2)	A beneficial holder of Uncertificated Warrants evidenced
by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his or her Warrants must
do so by causing a Book Entry Participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s
intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as
well as payment for the aggregate Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to
exercise Warrants (“Confirmation”) in a manner acceptable to the Warrant Agent, including by electronic means through
the book entry registration system, including CDSX.



 


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



 






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



 


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



 


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



 


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



 


		(8)	Notwithstanding the foregoing in this Section 3.2, Warrants
may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications
set forth on the Exercise Form attached to the form of Warrant Certificate in Schedule “A”.



 


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



 


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



 


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



 


 3.3 Transfer Fees and Taxes




 


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


 






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 3.4 Warrant Agency




 


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


 


 3.5 Effect of Exercise of Warrant Certificates




 


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



		 	 



		(2)	Within three (3) Business Days after the Exercise Date, the
Warrant Agent shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or
names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the
Warrant Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares
subscribed for, or any other appropriate evidence of the issuance of Common Shares to such person or persons in respect of Common Shares
issued under the book-entry registration system.



 


 3.6 Partial Exercise of Warrants; Fractions




 


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



 






    15


     


    

 


		(2)	Notwithstanding anything herein contained including any adjustment
provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares
nor to pay cash in lieu of the issuance of factions of Common Shares. Warrants may only be exercised in a sufficient number to acquire
whole numbers of Common Shares.



 


 3.7 Expiration of Warrants




 


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


 


 3.8 Accounting and Recording




 


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



 


		(2)	The Warrant Agent shall record the particulars of Warrants
exercised, which particulars shall include the names and addresses of the persons who become holders of Warrant Shares on exercise and
the Exercise Date, in respect thereof. The Warrant Agent shall provide such particulars in writing to the Corporation within five (5)
Business Days of any request by the Corporation therefore.



 


 3.9 Securities Restrictions




 


Notwithstanding anything herein contained, Common
Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable jurisdiction.


 


Article
4. ADJUSTMENT OF NUMBER OF COMMON SHARES AND EXERCISE PRICE


 


 4.1 Adjustment of Number of Common Shares and Exercise Price




 


The number of Common Shares
issuable upon exercise of the Warrants shall be subject to adjustment from time to time as follows:


 


		(a)	if, at any time during the Adjustment Period, the Corporation
shall:



 


		(i)	subdivide, re-divide or change its outstanding Common Shares
into a greater number of Common Shares;



 


		(ii)	reduce, combine or consolidate its outstanding Common Shares
into a lesser number of Common Shares;



 






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		(iii)	issue Common Shares or securities exchangeable for, or convertible
into, Common Shares to all or substantially all of the holders of Common Shares by way of stock dividend, distribution or otherwise (other
than a distribution of Common Shares upon the exercise of Warrants or other convertible securities);



 


the Exercise Price
in effect on the effective date of such subdivision, re-division, change, reduction, combination, consolidation or on the record date
of such stock dividend, distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased
in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution, or shall,
in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares resulting from
such reduction, combination or consolidation. Such adjustment shall be made successively whenever any event referred to in this Section
4.1(a) shall occur. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(a), the Exchange Rate shall be contemporaneously
adjusted by multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator
shall be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from
such adjustment;


 


		(b)	if and whenever at any time during the Adjustment Period,
the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its
outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase
Common Shares (or securities convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange
price per Common Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise
Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price
in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record
date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional
Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable
securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding
on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible
or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation
shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such
a record date is fixed; to the extent that no such rights or warrants are exercised prior to the expiration thereof, the Exercise Price
shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or, if any such rights
or warrants are exercised, to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities
convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights or warrants, as the case may be. Upon
any adjustment of the Exercise Price pursuant to this Section 4.1(b), the Exchange Rate will, subject to approval of the NEO Exchange,
be adjusted immediately prior to such record date so that it will equal the rate determined by multiplying the Exchange Rate in effect
on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately prior to such adjustment
and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will be made successively whenever such
a record date is fixed, provided that if two or more such record dates or record dates referred to in this Section 4.1(b) are fixed within
a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates occurred on the earliest of such
record dates;



 






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		(c)	if and whenever at any time during the Adjustment Period
the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common
Shares of (a) securities of any class, whether of the Corporation or any other trust (other than Common Shares); (b) rights, options
or warrants to subscribe for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other
than pursuant to a Rights Offering; (c) evidences of its indebtedness; or (d) any property or other assets then, in each such case, the
Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise
Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such
record date multiplied by the Current Market Price on such record date, less the excess, if any, of the fair market value on such record
date, as determined by the Corporation (subject to the prior approval of the NEO Exchange or any stock exchange on which the Common Shares
or Warrants may be listed for trading), of such securities or other assets so issued or distributed over the fair market value of any
consideration received therefor by the Corporation from the holders of the Common Shares, and of which the denominator shall be the total
number of Common Shares outstanding on such record date multiplied by such Current Market Price; and Common Shares owned by or held for
the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be
made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall
be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the
Exercise Price pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will
equal the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall
be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting from such
adjustment;



 


		(d)	if and whenever at any time during the Adjustment Period,
there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a)
or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership
or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety
to any other body corporate, trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition
prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale
or conveyance, upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall
accept, in lieu of the number of Common Shares that prior to such effective date the Registered Warrantholder would have been entitled
to receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other
entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be,
that such Registered Warrantholder would have been entitled to receive on such reclassification, capital reorganization, consolidation,
amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be, the Registered Warrantholder
had been the registered holder of the number of Common Shares to which prior to such effective date it was entitled to acquire upon the
exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice of Counsel, to give effect to or to evidence
the provisions of this Section 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other
entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, consolidation,
amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application
of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Registered Warrantholders to
the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably
be, with respect to any shares, other securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition
rights thereafter. Any indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section
4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between
the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant
Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section
4.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations, mergers, sales or
conveyances;



 






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		(e)	in any case in which this Section 4.1 shall require that
an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until
the occurrence of such event, issuing to the Registered Warrantholder of any Warrant exercised after such event the additional Common
Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided,
however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered Warrantholder’s
right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any
distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant
date of exercise or such later date as such Registered Warrantholder would, but for the provisions of this Section 4.1(e), have become
the holder of record of such additional Common Shares pursuant to Section 4.1;



 


		(f)	in any case in which Section 4.1(a)(iii), 4.1(b) or 4.1(c)
require that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding
Warrants receive, subject to the approval of the NEO Exchange if required, the rights or warrants referred to in Section 4.1(a)(iii),
4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c), as the case may be,
in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective
date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price
in effect on the applicable record date or effective date, as the case may be;



 


		(g)	the adjustments provided for in this Section 4.1 are cumulative,
and shall, in the case of adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions,
re-divisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions
of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be
required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided,
however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment; and



 






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		(h)	after any adjustment pursuant to this Section 4.1, the term
“Common Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which,
as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive
upon the exercise of their Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted
to mean the number of Common Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of
such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.



 


 4.2 Entitlement to Common Shares on Exercise of Warrant




 


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


 


 4.3 No Adjustment for Certain Transactions




 


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


 


 4.4 Determination by Auditors




 


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


 


 4.5 Proceedings Prior to any Action Requiring Adjustment




 


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


 






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 4.6 Certificate of Adjustment




 


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


 


 4.7 Notice of Special Matters




 


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


 


 4.8 No Action after Notice




 


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


 


 4.9 Other Action




 


If the Corporation, after the
date hereof, shall take any action affecting the Common Shares other than actions described in this Article 4, which in the reasonable
opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders, the Exercise Price and/or
the Exchange Rate, there shall be an adjustment in such manner, if any, and at such time, by action of the directors, acting reasonably
and in good faith, as they may reasonably determine to be equitable to the Registered Warrantholders in such circumstances, provided that
no such adjustment will be made unless prior approval of any stock exchange on which the Common Shares or Warrants may be listed for trading
has been obtained.


 


 4.10 Protection of Warrant Agent




 


The Warrant Agent shall not:


 


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



 


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



 


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



 






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		(d)	incur any liability or be in any way responsible for the
consequences of any breach on the part of the Corporation of any of the representations, warranties or covenants herein contained or
of any acts of the directors, officers, employees, agents or servants of the Corporation.



 


 4.11 Participation by Warrantholder




 


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


 


Article
5. RIGHTS OF THE CORPORATION AND COVENANTS


 


 5.1 Optional Purchases by the Corporation




 


Subject to compliance with applicable
securities legislation and approval of applicable regulatory authorities, the Corporation may from time to time purchase, by invitation
for tender, in the open market, by private contract or otherwise any of the Warrants then outstanding. Any such purchase may be made in
such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Certificated
Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled
by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased
pursuant to this Section 5.1 shall be cancelled and reflected accordingly on the register of Warrants in accordance with Applicable Procedures
prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.


 


 5.2 General Covenants




 


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


 


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



 


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



 


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



 


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



 






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		(e)	it will use reasonable commercial efforts to make all requisite
filings under applicable Canadian and US securities legislation including those necessary to remain a reporting issuer not in default
in each of the provinces and other jurisdictions where it is or becomes a reporting issuer;



 


		(f)	generally, it will well and truly perform and carry out all
of the acts or things to be done by it as provided in this Indenture; and



 


		(g)	the Corporation will promptly notify the Warrant Agent and
the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than five days
following its occurrence.



 


 5.3 Warrant Agent’s Remuneration and Expenses




 


The Corporation covenants that
it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse the Warrant
Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in the administration
or execution of the trusts hereby created (including the reasonable compensation and the disbursements of its Counsel and all other advisers
and assistants not regularly in its employ) both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder
shall be finally and fully performed, except for any expense, disbursement or advance that arises out of or results from the Warrant Agent’s
gross negligence, willful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date
will bear interest at the then current rate charged by the Warrant Agent against unpaid invoices and shall be payable upon demand. This
Section shall survive the resignation or removal of the Warrant Agent and/or the termination of this Indenture.


 


 5.4 Performance of Covenants by Warrant Agent




 


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


 


 5.5 Enforceability of Warrants




 


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


 






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Article
6. ENFORCEMENT


 


 6.1 Suits by Registered Warrantholders




 


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


 


 6.2 Suits by the Corporation




 


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


 


 6.3 Immunity of Shareholders, etc.




 


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


 


 6.4 Waiver of Default




 


Upon the happening of any default hereunder:


 


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



 


		(b)	subject to Subsection 6.4 (a) the Warrant Agent shall have
power to waive any default hereunder upon such terms and conditions as the Warrant Agent may deem advisable, on the advice of Counsel,
if, in the Warrant Agent’s opinion, based on the advice of Counsel, the same shall have been cured or adequate provision made therefor;



 


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


 


Article
7. MEETINGS OF REGISTERED WARRANTHOLDERS


 


 7.1 Right to Convene Meetings




 


The Warrant Agent may at any
time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request and upon being
indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing such Warrantholders’
Request against the costs which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Registered
Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt of such written request of the Corporation
or such Warrantholders’ Request and the indemnity and funding given as aforesaid, the Corporation or such Registered Warrantholders, as
the case may be, may convene such meeting. Every such meeting shall be held in the City of Toronto, Ontario or at such other place as
may be approved or determined by the Warrant Agent and the Corporation. Any meeting held pursuant to Article 7 may be done through a virtual
or electronic meeting platform, subject to the Warrant Agent’s capabilities at the time.


 






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 7.2 Notice




 


At least 21 days’ prior written
notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner provided for in Section
10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been called by the Warrant Agent) and
to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the time when and the place where
the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information
as is reasonably necessary to enable the Registered Warrantholders to make a reasoned decision on the matter, but it shall not be necessary
for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Section 7.2.


 


 7.3 Chairman




 


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


 


 7.4 Quorum




 


Subject to the provisions of
Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present in person
or by proxy and holding at least 25% of the aggregate number of the then outstanding Warrants. If a quorum of the Registered Warrantholders
shall not be present within thirty minutes from the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders
or on a Warrantholders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next
week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time
and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which
might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at
any meeting unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present
in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding
that they may not be entitled to acquire at least 50% of the aggregate number of Common Shares which may be acquired pursuant to all then
outstanding Warrants.


 






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 7.5 Power to Adjourn




 


The chairman of any meeting
at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting, and no notice
of such adjournment need be given except such notice, if any, as the meeting may prescribe.


 


 7.6 Show of Hands




 


Every question submitted to
a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary
Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided,
a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried
by a particular majority shall be conclusive evidence of the fact.


 


 7.7 Poll and Voting


 




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



 


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



 


 7.8 Regulations


 




		(1)	The Warrant Agent, or the Corporation with the approval of
the Warrant Agent, may from time to time make and from time to time vary such regulations as it shall think fit for:



 


		(a)	the setting of the record date for a meeting for the purpose
of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting;



 


		(b)	the form of the instrument of proxy; and



 


		(c)	generally for the calling of meetings of Registered Warrantholders
and the conduct of business thereat.



 


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



 






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 7.9 Corporation and Warrant Agent May be Represented




 


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


 


 7.10 Powers Exercisable by Extraordinary Resolution




 


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


 


		(a)	to agree to any modification, abrogation, alteration, compromise
or arrangement of the rights of Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to
the Warrant Agent’s prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such
rights arise under this Indenture or otherwise;



 


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



 


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



 


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



 


		(e)	to restrain any Registered Warrantholder from taking or instituting
any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in
this Indenture or to enforce any of the rights of the Registered Warrantholders;



 


		(f)	to direct any Registered Warrantholder who, as such, has
brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges
and expenses reasonably and properly incurred by such Registered Warrantholder in connection therewith;



 


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



 


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



 


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



 






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 7.11 Meaning of Extraordinary Resolution


 




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



 


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



 


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



 


 7.12 Powers Cumulative




 


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


 


 7.13 Minutes




 


Minutes of all resolutions and proceedings at
every meeting of Registered Warrantholders shall be made and duly recorded in the books and such minutes as aforesaid, if signed by the
chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence of the
matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have
been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed
to have been duly passed and taken.


 






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 7.14 Instruments in Writing




 


All actions which may be taken
and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7 may also be taken
and exercised by Registered Warrantholders holding at least 66 2/3% of the aggregate number of the then outstanding Warrants by an instrument
in writing signed in one or more counterparts by such Registered Warrantholders in person or by attorney duly appointed in writing, and
the expression “Extraordinary Resolution” when used in this Indenture shall include an instrument so signed.


 


 7.15 Binding Effect of Resolutions


 




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


 


 7.16 Holdings by Corporation Disregarded


 




In determining whether Registered
Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Common Shares are present at a meeting of
Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary Resolution,
Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation shall be disregarded
in accordance with the provisions of Section 7.10.


 


Article
8. SUPPLEMENTAL INDENTURES


 


 8.1 Provision for Supplemental Indentures for Certain Purposes




 


From time to time, the Corporation
(when authorized by action of the directors of the Corporation) and the Warrant Agent may, subject to the provisions hereof and they shall,
when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments supplemental
hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:


 


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



 


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



 


		(c)	giving effect to any Extraordinary Resolution passed as provided
in Section 7.11 or Section 7.14;



 


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



 






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



 


		(f)	modifying any of the provisions of this Indenture, including
relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or
relief shall be or become operative or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such
modification or relief in no way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided
further that the Warrant Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion
may not afford adequate protection to the Warrant Agent when the same shall become operative;



 


		(g)	providing for the issuance of additional Warrants hereunder,
including Warrants in excess of the number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant
Agent relying on the advice of Counsel; and



 


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



 


 8.2 Successor Entities




 


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


 


Article
9. CONCERNING THE WARRANT AGENT


 


 9.1 Trust Indenture Legislation


 




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



 


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



 


 9.2 Rights and Duties of Warrant Agent


 




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



 






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



 


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



 


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



 


 9.3 Evidence, Experts and Advisers


 




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



 


		(2)	In the exercise of its rights and duties hereunder, the Warrant
Agent may, if it is acting in good faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory
declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence
furnished to the Warrant Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation,
the Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence
complies with the applicable requirements of this Indenture.



 


		(3)	Whenever it is provided in this Indenture or under Applicable
Legislation that the Corporation shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders
or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated
in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have
the Warrant Agent take the action to be based thereon.



 


		(4)	The Warrant Agent may employ or retain such Counsel, accountants,
appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay
reasonable remuneration for all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible
for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.



 


		(5)	The Warrant Agent may act and rely and shall be protected
in acting and relying in good faith on the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer
or other expert or adviser, whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising
in the administration of the agency hereof.



 






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 9.4 Documents, Monies, etc. Held by Warrant Agent




 


Until released in accordance
with this Indenture, any funds received hereunder shall be kept in segregated records of the Warrant Agent and the Warrant Agent shall
place the funds in segregated trust accounts of the Warrant Agent at one or more of the Canadian Chartered Banks listed in Schedule 1
of the Bank Act (Canada) (“Approved Bank”). All amounts held by the Warrant Agent pursuant to this Agreement shall
be held by the Warrant Agent for the Corporation and the delivery of the funds to the Warrant Agent shall not give rise to a debtor-creditor
or other similar relationship. The amounts held by the Warrant Agent pursuant to this Agreement are at the sole risk of Corporation and,
without limiting the generality of the foregoing, the Warrant Agent shall have no responsibility or liability for any diminution of the
funds which may result from any deposit made with an Approved Bank pursuant to this section, including any losses resulting from a default
by the Approved Bank or other credit losses (whether or not resulting from such a default). The parties hereto acknowledge and agree that
the Warrant Agent will have acted prudently in depositing the funds at any Approved Bank, and that the Warrant Agent is not required to
make any further inquiries in respect of any such bank. The Warrant Agent may hold cash balances constituting part or all of such monies
and need not, invest the same; the Warrant Agent shall not be liable to account for any profit to any parties to this Indenture or to
any other person or entity.


 


 9.5 Actions by Warrant Agent to Protect Interest




 


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


 


 9.6 Warrant Agent Not Required to Give Security




 


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


 


 9.7 Protection of Warrant Agent




 


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


 


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



 


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



 


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



 






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		(d)	the Warrant Agent shall not incur any liability or responsibility
whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of its covenants herein
contained or of any acts of any directors, officers, employees, agents or servants of the Corporation; and



 


		(e)	the Corporation hereby indemnifies and agrees to hold harmless
the Warrant Agent, its affiliates, their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”)
from and against any and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs,
charges, assessments, judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature
which may at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in
equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done,
acquiesced in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services
that Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability
hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless
of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other
precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties in the event
of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation or removal of the
Warrant Agent or the termination or discharge of this Indenture.



 


Notwithstanding the foregoing
or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual
retainer fees paid by the Corporation to the Warrant Agent under this Indenture in the twelve (12) months immediately prior to the Warrant
Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages
are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other
party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential,
exemplary, aggravated or punitive losses or damages.


 


 9.8 Replacement of Warrant Agent; Successor by Merger


 




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



 






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



 


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



 


		(4)	Any corporation into or with which the Warrant Agent may
be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any
corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent
hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment
as successor Warrant Agent under Section 9.8(1).



 


 9.9 Acceptance of Agency




 


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


 


 9.10 Warrant Agent Not to be Appointed Receiver




 


The Warrant Agent and any person
related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets
or undertaking of the Corporation.


 


 9.11 Warrant Agent Not Required to Give Notice of Default




 


The Warrant Agent shall not
be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until
it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of any default hereunder,
unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention
of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all purposes of this Indenture conclusively assume
that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions
contained herein. Any such notice shall in no way limit any discretion herein given to the Warrant Agent to determine whether or not the
Warrant Agent shall take action with respect to any default.


 


 9.12 Anti-Money Laundering


 




		(1)	Each party to this Agreement other than the Warrant Agent
hereby represents to the Warrant Agent that any account to be opened by, or interest to be held by the Warrant Agent in connection with
this Indenture, for or to the credit of such party, either (a) is not intended to be used by or on behalf of any third party; or (b)
is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration
in the Warrant Agent’s prescribed form as to the particulars of such third party.



 






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



 


 9.13 Privacy




 


The parties acknowledge that
federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy
Laws”) applies to obligations and activities under this Indenture. Despite any other provision of this Indenture, neither party
shall take or direct any action that would contravene, or would cause the other to contravene, applicable Privacy Laws. The Corporation
shall, prior to transferring or causing to be transferred personal information to the Warrant Agent, obtain and retain required consents
of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents
either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Warrant Agent shall
use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws. Specifically, the Warrant Agent agrees:
(a) to have a designated chief privacy officer; (b) to maintain policies and procedures to protect personal information and to receive
and respond to any privacy complaint or inquiry; (c) to use personal information solely for the purposes of providing its services under
or ancillary to this Indenture and not to use it for any other purpose except with the consent of or direction from the Corporation or
the individual involved; (d) not to sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative,
physical and technological safeguards to reasonably secure and protect personal information against loss, theft, or unauthorized access,
use or modification.


 


Article
10. GENERAL


 


 10.1 Notice to the Corporation and the Warrant Agent


 




		(1)	Unless herein otherwise expressly provided, any notice to
be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter,
postage prepaid, e-mailed or telecopied to the addresses of the parties as noted above, and any such notice delivered in accordance with
the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the fifth Business Day following
the date of mailing such notice or, if sent by facsimile, on the next Business Day following the date of transmission.



 


		(2)	The Corporation or the Warrant Agent, as the case may be,
may from time to time notify the other in the manner provided in Section 10.1(1) of a change of address which, from the effective date
of such notice and until changed by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for
all purposes of this Indenture.



 






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



 


		(4)	Concurrently with sending any notice to the Registered Warrantholders,
the Corporation shall send a copy of the notice by e-mail to the Agent at HKatz@researchcapital.com .



 


 10.2 Notice to Registered Warrantholders


 




		(1)	Unless otherwise provided herein, notice to the Registered
Warrantholders under the provisions of this Indenture shall be valid and effective if delivered or sent by ordinary post addressed to
such holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively
received and given on the date of delivery or, if mailed, on the third Business Day following the date of postmark for such notice. In
the event that Warrants are held in the name of the Depository, a copy of such notice shall also be sent by electronic communication
to the Depository and shall be deemed received and given on the day it is so sent.



 


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



 


 10.3 Ownership of Warrants




 


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


 


 10.4 Satisfaction and Discharge of Indenture




 


Upon the earlier of:


 


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



 






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		(b)	the Expiry Time;



 


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


 


 10.5 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders




 


Nothing in this Indenture or
in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the Registered
Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any covenant or provision
herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto and the Registered Warrantholders.


 


 10.6 Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided




 


For the purpose of disregarding
any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the Warrant Agent, from
time to time, a certificate of the Corporation setting forth as at the date of such certificate:


 


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



 


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



 


and the Warrant Agent, in
making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.


 


 10.7 Severability




 


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


 






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10.8 Force Majeure




 


No party shall be liable to
the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision contained
herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other
similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance
times under this Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under
this Section 10.8.


 


 10.9 Assignment, Successors and Assigns




 


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


 


 10.10 Counterparts




 


This Indenture may be executed
in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute
one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof. Delivery
of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic communication capable of producing
a printed copy will be deemed to be execution and delivery of this Indenture as of the date hereof.


 


 10.11 Rights of Rescission and Withdrawal for Holders




 


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


 


[Remainder of this page left intentionally blank]


 




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


 


	 	LOGIQ, INC.
	 	 
	 	 
	 	Per:
	 	Title:
	 	 
	 	ODYSSEY TRUST COMPANY
	 	 
	 	 
	 	Per:
	 	Title:
	 	 
	 	 
	 	Per:
	 	Title:



 




    39


     


    

 


Schedule “A”


Form of Warrant


 


The Warrants evidenced hereby are exercisable
on or before 5:00 p.m. (Toronto time) on June 21, 2024 after which time the warrants evidenced hereby shall be deemed to be void and of
no further force or effect.


 


[If Warrant Certificate issued to the Depository,
include the following legend.]


 


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


 






    A-1


     


    

 


WARRANT CERTIFICATE


 


OF


 


LOGIQ, INC.


(Incorporated under the laws of Delaware)


	CUSIP: 541440 111	ISIN: US5414401118
	No. 	
     

    WARRANTS entitling the Holder (as defined
    below) to acquire, subject to adjustment, one Common Share (as defined below) of Logiq, Inc. (the “Corporation”) for
    each Warrant (as defined below) represented hereby.



 


THIS WARRANT CERTIFICATE IS TO CERTIFY that, for
value received,


 


(herein referred to as the “Holder”)


 


is the registered holder of the number of common
share purchase warrants of the Corporation (the “Warrants”) stated above and, subject to adjustment as set forth in the
Warrant Indenture (as defined below), is entitled for each Warrant represented hereby to purchase one fully-paid and non-assessable common
share of the Corporation (a “Common Share”) at a price of $3.50 (the “Exercise Price”) at any time prior
to 5:00 p.m. (Toronto time) on June 21, 2024 (the “Expiry Time”), all in the manner and subject to the restrictions
and adjustments set forth in the Warrant Indenture.


 


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


 


The Warrants represented by this Warrant Certificate
are issued under the provisions of the warrant indenture (which warrant indenture together with all other instruments ancillary thereto
is referred to herein as the “Warrant Indenture”) dated as of June 21, 2021 between the Corporation and Odyssey Trust
Company (the “Warrant Agent”). Reference is hereby made to the Warrant Indenture for a full description of the rights
of the holders of the Warrants, the Corporation and the Warrant Agent in respect thereof, and the terms and conditions upon which the
Warrants evidenced hereby are, or are to be, issued, held, exchanged and surrendered all to the same effect as if the provisions of the
Warrant Indenture were herein set forth. By acceptance of this Warrant Certificate, the Holder assents to all provisions of the Warrant
Indenture. To the extent that the terms and conditions set forth in this Warrant Certificate conflict with the terms and conditions of
the Warrant Indenture, the Warrant Indenture shall prevail. The Corporation will furnish to the Holder, upon request and without charge,
a copy of the Warrant Indenture.


 


Upon exercise, the Warrants so exercised shall
be void and of no value or effect.


 






    A-2


     


    

 


The right to acquire the Common Shares may only
be exercised by the Holder until the Expiry Time by:


 


		(a)	duly completing and executing the Exercise Form attached hereto;
and



 


		(b)	surrendering this Warrant Certificate to the Warrant Agent
at the principal transfer offices of the Warrant Agent in Calgary, Alberta, together with a certified cheque, bank draft or money order
in lawful money of Canada, payable to the order of the Corporation equal to the Exercise Price multiplied by the number of Common Shares
subscribed for.



 


The Warrants represented by this Warrant Certificate
shall be deemed to be surrendered only upon personal delivery hereof or, if sent by mail or other means of transmission, upon actual receipt
thereof by the Warrant Agent at the offices referred to above.


 


Upon surrender of these Warrants, the person or
persons in whose name or names the Common Shares are to be issued shall be deemed for all purposes (except as provided in the Warrant
Indenture) to be the holder or holders of record of such Common Shares and the Corporation has covenanted that it will (subject to the
provisions of the Warrant Indenture) cause a certificate or certificates representing the Common Shares to be delivered or mailed to the
person or persons at the address or addresses specified in the Exercise Form within three Business Days.


 


The Warrant Indenture provides for adjustments
to certain rights of holders, including the Exercise Price and/or the number of Common Shares issuable upon exercise of the Warrants,
upon subdivision, consolidation or reclassification of the Common Shares or any reclassification, capital reorganization, amalgamation
or merger of the Corporation and certain distributions of securities, including rights, options or warrants to purchase Common Shares
or securities convertible or exchangeable into Common Shares or assets of the Corporation. The Holder should refer to the Warrant Indenture
which provides for adjustments in certain other events.


 


The terms and conditions relating to the Warrants
and this Warrant Certificate may be modified, changed or added to in accordance with the provisions of the Warrant Indenture. The Warrant
Indenture contains provisions making binding upon all holders of Warrants outstanding thereunder resolutions passed at meetings of such
holders held in accordance with such provisions and instruments in writing signed by the holders holding a specific percentage of the
then outstanding Warrants.


 


The holding of the Warrants evidenced by this
Warrant Certificate shall not constitute, or be construed as conferring upon the Holder, any right or interest whatsoever as a shareholder
of the Corporation except such rights as may be provided in the Warrant Indenture or in this Warrant Certificate.


 






    A-3


     


    

 


The Holder may, upon compliance with the reasonable
requirements of the Warrant Agent and upon surrender of this Warrant Certificate, exchange this Warrant Certificate for another warrant
certificate or warrant certificates entitling the Holder thereof to receive, in the aggregate, the same number of Common Shares, upon
exercise, as are issuable under this Warrant Certificate.


 


The Warrants evidenced by this Warrant Certificate
may only be transferred in accordance with applicable securities laws and upon due execution and delivery to the Warrant Agent of a Transfer
Form in the form attached hereto and in compliance with all the conditions prescribed in the Warrant Indenture and compliance with such
other reasonable requirements as the Warrant Agent may prescribe.


 


This Warrant Certificate shall not be valid unless
and until it has been countersigned by or on behalf of the Warrant Agent.


 


The Holder expressly acknowledges and consents
to, the drawing in the English language only of this Warrant Certificate evidencing the Warrants registered in the Holder’s name and all
documents relating to such Warrants.


 


Time shall be of the essence hereof.


 


IN WITNESS WHEREOF the Corporation has caused
this Warrant Certificate to be signed by its duly authorized officer as of the ____ day of _______________, 20___.


 


	 	LOGIQ, INC. 
	 	 	 
	 	By:	 
	 	 	Authorized Signing Officer



 


This Warrant Certificate represents Warrants referred
to in the Warrant Indenture within mentioned.


 


Countersigned by:


 


	ODYSSEY TRUST COMPANY
	 
	By:	 	 
	 	Authorized Signing Officer	 
	 	 	 
	Date:	 	 


 




    A-4


     


    

 


TRANSFER FORM


 


ANY TRANSFER OF WARRANTS WILL REQUIRE COMPLIANCE
WITH APPLICABLE SECURITIES LEGISLATION. TRANSFERORS AND TRANSFEREES ARE URGED TO CONTACT LEGAL COUNSEL BEFORE EFFECTING ANY SUCH TRANSFER.


 


	
    TO:
	 Logiq, Inc.

    c/o Odyssey Trust Company

    300 5th Ave. SW,
    Suite 1230,

    Calgary, AB T2P 3C4
	 


 


FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto:


 


	 
	(name)
	 
	 
	(address)


 


 of the Warrants registered in the name
of the undersigned represented by this Warrant Certificate and hereby appoints   (leave space blank) as its attorney with full
power of substitution to transfer the said Warrants on the appropriate register of the Warrant Agent.


 


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


 


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


 


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


 


☐☐ / ☐☐ / ☐☐☐☐         $☐☐☐.☐☐
     ☐ CAD OR     ☐
USD


 


DATED this _____ day of ____________, 20
__.


 


	 	 	 
	Signature Guaranteed	 	Name of Warrantholder
	 	 	 
	 	 	 
	Name of Authorized Representative	 	Signature of Warrantholder or Authorized Representative
	 	 	 
	 	 	 
	Title or Capacity of Authorized Representative	 	Daytime Phone Number of Warrantholder or Authorized Representative


 






    A-5


     


    

 


Instructions:


 




CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY


 


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


 


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


 


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


 


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


 


REASON FOR TRANSFER – FOR US RESIDENTS
ONLY


 


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


 




    A-6


     


    

 


EXERCISE FORM


 


	
    TO:
	 Logiq, Inc.

    c/o Odyssey Trust Company

    300 5th Ave. SW,
    Suite 1230,

    Calgary, AB T2P 3C4
	
     

     



 


The undersigned holder of the within Warrants
hereby irrevocably subscribes for   Common Shares of Logiq, Inc. (the “Corporation”) on the terms and conditions
set forth in the attached Warrant Certificate and the Warrant Indenture.


 


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


 


The undersigned
hereby directs that the said Common Shares be issued as follows:


 


	NAME(S) IN FULL	 	ADDRESS(ES)	 	NUMBER OF 

COMMON SHARES
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


(Please print.)


 


DATED this _____ day of ____________, 20_ _.


 


	 	 	 
	Signature Guaranteed*	 	Name of Warrantholder
	 	 	 
	 	 	 
	Name of Authorized Representative	 	Signature of Warrantholder or Authorized Representative
	 	 	 
	 	 	 
	Title or Capacity of Authorized Representative	 	Daytime Phone Number of Warrantholder or Authorized Representative


 






    A-7


     


    

 


		☐	Please
                                            check this box if the securities are to be picked up at the office where the Warrant Certificate
                                            is surrendered, failing which the securities will be mailed to the address shown on the register.



 


Instructions:


 


The signature of the Holder must be the signature
of the registered holder appearing on the face of the Warrant Certificate without alteration or enlargement or any change whatsoever.


 


If this Exercise Form is signed by a trustee,
executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity,
the Warrant Certificate must be accompanied by evidence of authority to sign satisfactory to the Warrant Agent and the Corporation, acting
reasonably.


 


*If the Common Shares are to be issued to a person
other than to the registered Holder, then the signature on this Exercise Form must be guaranteed by a Schedule 1 Canadian chartered bank,
medallion guaranteed by a recognized medallion signature guarantee program or in any other manner satisfactory to the Warrant Agent. The
guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. Signature guarantees are not accepted from Treasury
Branches or credit unions unless they are members of the Stamp Medallion Program. In the United States, signature guarantees must be done
by members of the “Medallion Signature Guarantee Program” only.


 


If securities are to be issued to a person other
than the registered Holder, the Transfer Form must be completed and the Holder must pay or cause to be paid to the Corporation or the
Warrant Agent all applicable transfer or similar taxes, if any, and the Corporation shall not be required to issue or deliver certificates
evidencing the Common Shares and Warrants unless and until such Holder shall have paid to the Corporation or the Warrant Agent the amount
of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid or that no tax is due.


 


 


A-8