Nobilis Health Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






UNDERWRITING AGREEMENT 

May 13, 2015 

Nobilis Health Corp.
4120 Southwest Freeway, Suite 150

Houston, Texas 
77027 USA 


	Attention: 	Chris Lloyd, Chief Executive Officer
  


Donald L. Kramer and associates and affiliates of Donald L.
Kramer (“Donald Kramer”) 
3330 Chevy Chase Drive, Houston, Texas 77019



Healthcare Ventures Limited (together with Donald Kramer,
“Kramer”) 
3330 Chevy Chase Drive, Houston, Texas 77019



Harry Fleming (together with Kramer, the “Selling
Shareholders”) 
4120 Southwest Freeway, Suite 150, Houston, Texas 77027



Dear Sirs: 

Mackie Research Capital Corporation (the “MRCC”), acting
as sole bookrunner and co-lead underwriter, and PI Financial Corp. (together
with MRCC, the “Underwriters”), acting as co-lead underwriter, hereby
severally, and not jointly nor jointly and severally, offer and agree to
purchase, on a “bought deal” basis in the respective percentages set forth in
Section 18 of this Agreement, from Nobilis Health Corp.
(the “Company”) and the Company and the Selling Shareholders hereby agree
to issue and sell to the Underwriters, 7,847,668 units of the Company (the
“Units”) at a price of $9.00 per Unit (the “Offering Price”), for
aggregate gross proceeds of $70,629,012 (of which $36,267,012 is payable to the
Company and $34,362,000 is payable to the Selling Shareholders), upon and
subject to the terms and conditions contained herein (the “Offering”).


Each Unit is comprised of one treasury unit (a “Treasury
Unit”) of the Company and one-half of one common share (each whole common
share, an “Additional Share”) of the Company from either (i) the Selling
Shareholders (the Additional Shares from the Selling Shareholders, the
“Secondary Shares”); or (ii) from treasury (the Additional Shares from
treasury, the “Additional Treasury Shares”). Each Treasury Unit is
comprised of one-half of one common share (each whole common share a
“Treasury Unit Share” and collectively with the Additional Treasury
Shares, the “Treasury Shares”) and one-half of one common share purchase
warrant (each whole common share purchase warrant, a “Warrant”). Each
Warrant entitles the holder thereof to acquire one common share (a “Warrant
Share”) in the capital of the Company at a price of $11.50 per Warrant Share
until 5:00 p.m. (Toronto time) on a date that is 24 months from the Closing Date
(as defined below). The expiry of the Warrants may be accelerated by the Company
at any time following the nine month anniversary of the Closing Date and prior
to the expiry date of the Warrants if, at any time following the Closing Date,
the volume-weighted average trading price of the Company’s common shares on the
TSX (as defined below) is equal to or greater than $13.50 for any twenty (20)
consecutive trading days, at which time the Company may accelerate the expiry
date of the Warrants by issuing a press release announcing the reduced Warrant
term whereupon the Warrants will expire on the 20th calendar day after the date
of such press release. In the event that the Company fails to file a
registration statement on or before August 31, 2015 per Section 3(g), the expiry
of the warrants may not be accelerated until the 15 month anniversary following
the Closing Date. 




The Underwriters shall have the right to cause the Units to be
purchased by the substituted purchasers in place of the Underwriters, and the
obligation of the Underwriters to purchase the Units shall be reduced to an
amount equal to the number of Units purchased by each substituted purchaser. The
Company, the Selling Shareholders and the Underwriters agree that any offers or
sales of the Units in the United States will be made by the Underwriters through
U.S. Affiliates (as defined below) on a substituted-purchaser basis to
Institutional Accredited Investors (as defined in Schedule “C”) pursuant to Rule
506(b) of Regulation D (as defined below) in accordance with the terms of this
Agreement, including, Schedule “C” hereto and that the Additional Shares
underlying any Units offered or sold in the United States shall be Additional
Treasury Shares. The parties hereby make the representations, warranties and
covenants set forth in Schedule “C”, and agree that Schedule “C” forms part of
this Agreement. 

In consideration of the services to be rendered by the
Underwriters in connection with the Offering, the Company and the Selling
Shareholders shall pay to the Underwriters the Underwriting Commission (as
defined below) and the Company shall deliver to the Underwriters the
Compensation Options (as defined below) at the Closing Time (as defined below),
in accordance with Section 16 of this Agreement (as
defined below). 

The Underwriters shall be entitled to appoint other registered
dealers as selling group members to assist in the Offering and the Underwriters
shall determine the remuneration payable to such other dealers, such
remuneration to be the sole responsibility of the Underwriters. 

	1. 	
      Interpretation



Definitions – In addition
to the terms previously defined and terms defined elsewhere in this Agreement
(including the Schedules hereto), where used in this Agreement or in any
amendment hereto, the following terms shall have the following meanings,
respectively: 

“Act” means the Securities
Act (Ontario), as amended from time to time; 

“Additional Shares” has the
meaning ascribed to such term on the first page of this Agreement; 

“Additional Treasury Shares” has
the meaning ascribed to such term on the first page of this Agreement; 

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

“Applicable Anti-Corruption Laws and
Regulations” has the meaning ascribed to such term in Section 4(kk) of this
Agreement; 

“Applicable Laws” means, in
relation to any person or persons, the Securities Laws and all other statutes,
regulations, statutory rules, orders, by-laws, codes, ordinances, decrees, the
terms and conditions of any grant of approval, permission, authority or licence,
or any judgment, order, decision, ruling, award, policy or guideline, of any
Governmental Authority that are applicable to such person or persons or its or
their business, undertaking, property or securities and emanate from a
Governmental Authority, having jurisdiction over the person or persons or its or
their business, undertaking, property or securities; 

“Business Day” means a day which
is not a Saturday, Sunday or statutory or civic holiday in the City of Toronto,
Ontario; 

IFRS” means International
Financial Reporting Standards; 




- 3 - 

“Closing” means the completion
of the issue and sale by the Company and the purchase by the Underwriters of the
Units as contemplated by this Agreement and the Subscription Agreements; 

“Closing Date” means May
13, 2015 or such other date as the Company, the Selling Shareholders and the
Underwriters may agree; 

“Closing Time” means 8:00 a.m.
(Toronto time) on the Closing Date or such other time on the Closing Date as the
Company, the Selling Shareholders and the Underwriters may agree; 

“Commission” has the meaning
ascribed to such term in Section 16 of this Agreement; 

“common shares” means the common
shares in the capital of the Company; 

“Company” means Nobilis Health
Corp., a corporation existing under the laws of the Province of British
Columbia, and includes any successor corporation to or of the Company; 

“Compensation Option
Certificate” means the definitive form of certificate representing the
Compensation Options; 

“Compensation Options”
has the meaning ascribed to such term in Section 16 of this Agreement;


“Compensation Shares” has
the meaning ascribed to such term in Section 16 of this Agreement; 

“Disclosure Documents” means,
collectively, all documents that have been disclosed by or on behalf of the
Company to the public and filed in accordance with applicable Securities Laws
with the Securities Regulators on SEDAR and EDGAR during the 24 months preceding
the date hereof; 

“EDGAR” means the SEC’s
Electronic Data Gathering, Analysis, and Retrieval system; 

“Encumbrance” means any charge,
mortgage, lien, pledge, claim, restriction, security interest or other
encumbrance whether created or arising by agreement, statute or otherwise
pursuant to any Applicable Law, attaching to property, interests or rights; 

“Environmental Laws” means all
applicable federal, provincial, state and local laws, statutes, ordinances,
by-laws, regulations, orders, directives and decisions relating to the
protection of human health and safety, the environment or the treatment, use,
processing, storage, disposal, discharge, transport or handling of hazardous or
toxic substances or wastes, pollutants or contaminants; 

“Financial Statements” means the
audited financial statements of the Company as at and for the years ended
December 31, 2014 and 2013, together with the report of Calvetti, Ferguson &
Wagner, P.C. on those financial statements, and including the notes with respect
to those financial statements;

“Fleming Note” means that
certain promissory note made in favour of Northstar Heathcare Subco, LLC by
Harry Fleming in the principal amount of $150,000; 

“GE Credit Agreement” means the
credit agreement dated as of March 31, 2015 by and among the Company, Northstar
Heathcare Holdings, Inc., Northstar Healthcare Acquisitions, LLC, the other
credit partners named therein, and General Electric Capital Corporation; 




- 4 - 

“Governmental Authority” means
any (i) multinational, federal, provincial, territorial, state, regional,
municipal, local or other government, governmental or public department, central
bank, court, tribunal, arbitral body, commission, board, bureau or agency,
domestic or foreign, (ii) subdivision, agent, commission, board, or authority of
any of the foregoing, or (iii) quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under, or for the account of, any
of the foregoing; 

“Hazardous Substances” has the
meaning ascribed to such term in Section 4(ww) of this Agreement; 

“Health Care Programs” means
Medicare, Medicaid and any other federal or state funded health care programs;


“including” means including
without limitation; 

“Intellectual Property”
means all intellectual and industrial property which is recognized under the
law of any jurisdiction anywhere in the world, whether under common law, by
statute or otherwise, including, but not limited to, any intellectual or
industrial property included in or covered by an Intellectual Property
Registration, including but not limited to, intellectual or industrial property
arising out of the following: 

	 	(a) 	
      patents granted in any other jurisdiction anywhere in the
      world, reissues, divisions, continuations, continuations-in-part,
      re-examinations, renewals and substitutes thereof, foreign counterparts of
      the foregoing, term restorations or other extensions of the term of any
      issued or granted patents anywhere in the world and extensions of the
      monopoly right covering a product or service previously covered by any
      issued or granted patent anywhere in the world for the limited purpose of
      extending the holder’s exclusive right to make, use or sell a particular
      product or service covered by such patent (such as supplemental protection
      certificates or the like);

	 	 	 
	 	(b) 	
      trade names, trademarks, trade secrets, service names,
      service marks, business names, product names, brands, logos, inventions,
      industrial design, know-how and other distinctive identifications used in
      commerce, whether in connection with products or services, and the
      goodwill associated with any of the foregoing;

	 	 	 
	 	(c) 	
      original works of authorship, derivative works and other
      copyrightable works of any nature, and fixations of any of the
      foregoing;

	 	 	 
	 	(d) 	
      software, databases and fixations thereof;

	 	 	 
	 	(e) 	
      uniform resource locators, website addresses, domain
      names, website content and all fixations thereof; and

	 	 	 
	 	(f) 	
      any other intangible property similar to any of the
      above;



“Intellectual Property
Registration” means an application (including provisional
applications), certificate, filing, registration or other document seeking or
confirming rights in Intellectual Property issued by, filed with or recorded by
any Governmental Authority in any jurisdiction anywhere in the world (including,
in the case of patent applications, international or multinational applications
filed in accordance with Chapter I of the Patent Cooperation Treaty or any other
multi-lateral agreement), including any and all amendments to any of the
foregoing; 




- 5 - 

“Leased Premises” means the
premises which are used or otherwise occupied by the Company and the
Subsidiaries and which the Company and the Subsidiaries use or occupy, as
applicable, as tenant, sub-tenant, leasee, sub-leasee or otherwise; 

“Lloyd Options” means the
1,048,212 common shares of the Company subject to an option to purchase granted
to Chris Lloyd on December 1, 2014 and approved by the TSX pursuant to Rule 613
of the TSX Company Manual; 

“Material Adverse Effect” means
any event, fact, change, circumstance, development, occurrence or state of
affairs which has or could have an effect that is materially adverse to the
business, assets (including intangible assets), affairs, operations, liabilities
(contingent or otherwise), capital, assets, properties, condition (financial or
otherwise), results of operations or prospects of the Company and the
Subsidiaries (taken as a whole), whether or not arising in the ordinary course
of business; 

“Material Agreement” means any
material note, indenture, mortgage or other form of indebtedness and any
contract, commitment, agreement (written or oral), instrument, lease or other
document, including licence agreements and agreements relating to Intellectual
Property, to which the Company or its Subsidiaries are a party or otherwise
bound and which is material to the Company or its Subsidiaries; 

“Material Subsidiaries” means,
collectively, all of the entities listed in Schedule “A” hereto and “Material
Subsidiary” means any one of them; 

“misrepresentation”,
“material fact”, “material change”,
“subsidiary”, “affiliate”,
“associate”, and “distribution” have the respective
meanings ascribed thereto in the Act; 

“NI 45-102” means National
Instrument 45-102 – Resale of Securities, as amended from time to time;


“NI 45-106” means National
Instrument 45-106 – Prospectus and Registration Exemptions as amended
from time to time; 

“NYSE” means the NYSE MKT;

“Offering” has the meaning
ascribed to such term on the first page of this Agreement; 

“Offering Price” has the meaning
ascribed to such term on the first page of this Agreement; 

“Offered Shares” means,
collectively, the Additional Treasury Shares, Secondary Shares and Treasury Unit
Shares; 

“Owned Intellectual Property”
means Intellectual Property (i) created or developed by or on behalf of the
Company or (ii) to which the Company has acquired, by purchase, assignment or
other transfer, the unconditional, unrestricted, exclusive right to control or
prevent any and all use of such Intellectual Property by others without the
consent or approval of or payment to, any other person; 

“person” means an individual,
firm, corporation, syndicate, partnership, trust, association, unincorporated
organization, joint venture, investment club, government or agency or political
subdivision thereof and every other form of legal or business entity of
whatsoever nature or kind; 




- 6 - 

“Personnel” has the meaning
ascribed to such term in Section 12 of this Agreement; 

“Plan” has the meaning ascribed
in Section 4(iii) of this Agreement; 

“Purchasers” means the persons
who, as purchasers, acquire the Units by duly completing, executing and
delivering a Subscription Agreement which is accepted by the Company and any
other required documentation and the permitted assignees or transferees of such
persons from time to time; 

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

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

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

“SEDAR” means the system for
electronic document analysis and retrieval; 

“Secondary Shares” shall have
the meaning ascribed to such term on the first page of this Agreement; 

“Securities Laws” means,
collectively, the applicable securities laws of each of the Selling
Jurisdictions, their respective regulations, rulings, rules, orders (including
blanket orders and discretionary orders), instruments, fee schedules and
prescribed forms thereunder, the applicable policy statements issued by the
Securities Regulators or similar authority thereunder and the securities
legislation of and policies issued by each other relevant jurisdiction and the
rules and policies of the TSX and the NYSE, as well as U.S. federal and state
securities laws and the rules and regulations promulgated thereunder; 

“Securities Regulators”
means the securities commissions or other securities regulatory authorities
in all of the Selling Jurisdictions or, as the context may require, any one or
more of the Selling Jurisdictions, the SEC and the securities regulators of any
applicable state; 

“Selling Jurisdictions” means
all of the provinces of Canada, to the extent that any Purchasers are resident
therein; 

“Selling Shareholders” has the
meaning ascribed to such term on the first page of this Agreement; 

“Share Certificates” has the
meaning ascribed to such term in Section 8(f)(viii) of this Agreement;


“Software” means computer
code of any type (whether source code or object code) in any programming or
mark-up language, underlying any type of computer programming (whether
application software, middleware, firm ware or system software) including, but
not limited to, applets, assemblers, compilers, design tools, and user
interfaces; 

“Subscription Agreements” means
the subscription agreements in the forms agreed upon by the Underwriters, the
Company and the Selling Shareholders pursuant to which the Purchasers agree to
subscribe for and purchase the Units herein contemplated and shall include, for
greater certainty, all schedules thereto; 

“Subsidiaries” means any entity
that is a subsidiary of the Company within the meaning of “subsidiary” set forth
in section 2(2) of the Business Corporations Act (British Columbia) and
includes the subsidiaries of the
Company as listed in Schedule “B” of this Agreement, and “Subsidiary”
means any one of them;




- 7 - 


“Tax Act” has the meaning
ascribed to such term in Section 4(iii) of this Agreement; 

“Transfer Agent” means CST Trust
Company in its capacity as transfer agent and registrar of the common shares at
its principal office in the City of Toronto, Ontario;

“Treasury Shares” has the
meaning ascribed to such term on the first page of this Agreement; 

“Treasury Units” has the meaning
ascribed to such term on the first page of this Agreement; 

“Treasury Unit Shares” has the
meaning ascribed to such term on the first page of this Agreement; 

“TSX” means the Toronto Stock
Exchange; 

“Underlying Shares” means,
collectively, the Warrant Shares issuable upon exercise of the Warrants and the
Compensation Shares issuable upon exercise of the Compensation Options;

“Underwriters” has the meaning
ascribed to such term on the first page of this Agreement; 

“Underwriters’
Option” has the meaning ascribed to such term on the first page of this
Agreement; 

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

“Units” has the meaning ascribed
to such term on the first page of this Agreement; 

“U.S. Affiliates” means the
United States registered broker-dealer affiliates of the Underwriters; 

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

“U.S. Investment Company Act”
means the United States Investment Company Act of 1940, as amended; 

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

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

“Warrant Agent” means CST Trust
Company, in its capacity as warrant agent of the Warrants at its principal
office in the City of Toronto, Ontario;

“Warrant Certificates” has the
meaning ascribed to such term in Section 8(f)(viii) of this Agreement; 

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

“Warrants” has the meaning
ascribed to such term on the first page of this Agreement; and


“Warrant Shares” has the meaning
ascribed to such term on the first page of this Agreement. 




- 8 - 

Other 

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

	 	 	 
	 	(b) 	
      All words and personal pronouns relating thereto shall be
      read and construed as the number and gender of the party or parties
      referred to in each case and the verb shall be construed as agreeing with
      the required word and/or pronoun.

	 	 	 
	 	(c) 	
      Any reference in this Agreement to “$”
      or to “dollars” shall refer to the lawful currency of Canada,
      unless otherwise specified.




	2. 	
      Nature of Transaction




	 	(a) 	
      Sale on Exempt Basis. The Underwriters will have
      the right to arrange for substituted purchasers to purchase the Units: (i)
      in the Selling Jurisdictions and the United States on a private placement
      basis in compliance with Securities Laws such that the offer and sale of
      the Units does not require the Company to file a prospectus or a
      registration statement; and (ii) in such other jurisdictions as consented
      to by the Company on a private placement basis in compliance with all
      applicable securities laws of such other jurisdictions provided that no
      prospectus, registration statement or similar document is required to be
      filed in such jurisdiction and the Company does not thereafter become
      subject to on-going continuous disclosure obligations in such other
      jurisdictions.

	 	 	 
	 	(b) 	
      Filings. The Company and the Selling Shareholders
      undertake to file or cause to be filed all forms or undertakings required
      to be filed by the Company with the Securities Regulators and the TSX and
      NYSE in connection with the purchase and sale of the Units so that the
      initial distribution of the Units may lawfully occur without the necessity
      of filing a prospectus, a registration statement or an offering memorandum
      in Canada and the Underwriters undertake to use commercially reasonable
      best efforts to cause Purchasers of the Units to complete any forms
      required by the Securities Laws or other applicable securities laws. The
      Company and the Selling Shareholders shall comply, at their own expense,
      with all applicable regulatory requirements in connection with the
      Offering, including the filing of any required reports and the payment of
      applicable fees relating thereto.

	 	 	 
	 	(c) 	
      No Offering Memorandum. None of the Company, the
      Selling Shareholders or the Underwriters shall (i) provide to prospective
      purchasers of the Units any document or other material that could
      constitute an offering memorandum or future oriented financial information
      within the meaning of Securities Laws in connection with the offer and
      sale of the Units or (ii) engage in or authorize any form of general
      solicitation or general advertising in connection with or in respect of
      the Units in any newspaper, magazine, printed media of general and regular
      paid circulation or any similar medium or the internet, or, broadcast over
      radio, television, the internet or any seminar or meeting concerning the
      offer or sale of the Units whose attendees have been invited by general
      solicitation or general advertising. For greater certainty, the
      Underwriters acknowledge that, with respect to any Units that may be
      offered and sold by the Company in the United States, or to or for the account or benefit of any U.S. Persons
or any persons in the United States, the Company intends to rely on the
exemption from the registration requirements of the U.S. Securities Act provided
by section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D,
and, accordingly. 







- 9 - 


	 	(d) 	
      Split of Proceeds. The Company and the Selling
      Shareholders have agreed to a 50/50 split on the proceeds per Unit, being
      $4.50 to the Selling Shareholders and $4.50 to the Company, provided that
      in instances where a Unit is completed with a one-half Additional Treasury
      Share, rather than a one-half Secondary Share, the Company shall receive
      the full Offering Price for each such Unit.




	3. 	
      Covenants of the Company



The Company hereby covenants to the
Underwriters and to the Purchasers and their permitted assigns (such covenants
having been incorporated by reference in the Subscription Agreements), and
acknowledges that each of them is relying on such covenants, that the Company
shall: 

	 	(a) 	
      use its commercially reasonable efforts for as long as
      any of the Warrants remain outstanding to remain a reporting issuer under
      the Securities Laws in (i) at least one jurisdiction of Canada and (ii)
      the United States, in each case not in default of any requirement of such
      Securities Laws provided that this covenant shall not prevent the Company
      from completing any transaction which would result in the Company ceasing
      to be a “reporting issuer” so long as the holders of common shares,
      Offered Shares, Warrants, Compensation Options and Underlying Shares
      receive securities of an entity which is listed on a stock exchange or
      over-the-counter market or cash or the holders of the common shares have
      approved the transaction in accordance with the requirements of Applicable
      Laws;

	 	 	 
	 	(b) 	
      allow the Underwriters and their representatives the
      opportunity to conduct all due diligence into the business and affairs of
      the Company prior to the Closing Date (including the right to have
      question and answer sessions with senior management, the auditors, legal
      counsel, customers, partners and third-party consultants of the Company,
      which the Company agrees to use its reasonable best efforts to make
      available) and to provide to the Underwriters and its representatives with
      reasonable access to the books and records of the Company for this
      purpose;

	 	 	 
	 	(c) 	
      ensure all information and documentation relating to the
      Company and its affiliates and the Offering provided to the Underwriters,
      directly or indirectly, orally or in writing, by the Company and its
      affiliates, in connection with the Underwriters’ engagement hereunder will
      be true, accurate and complete in all material respects and not misleading
      in any material respects and will not omit to state any fact or
      information which would be material to the Underwriters performing the
      services contemplated herein. The Company will bear sole responsibility
      for the accuracy and completeness of any disclosure document to be
      prepared in connection with the Offering;

	 	 	 
	 	(d) 	
      at the Underwriters’ request and upon adequate notice,
      make members of its senior management team and certain of its directors
      available for meetings with potential investors;

	 	 	 
	 	(e) 	
      duly execute and deliver the Subscription Agreements at
      the Closing Time, and comply with and satisfy all terms, conditions and
      covenants therein contained to be complied with or satisfied by the
      Company;







- 10 - 

	 	(f) 	
      fulfil or cause to be fulfilled, at or prior to the
      Closing Date, each of the conditions set out in Section 8 of this
      Agreement;

	 	 	 
	 	(g) 	
      file, as promptly as practicable following the completion
      of the Offering and in any event not later than August 31, 2015, a
      registration statement with the SEC to register (i) the exercise of
      Warrants by holders thereof and (ii) resales of the Offered Shares,
      Warrants and Underlying Shares, in each case under the U.S. Securities
      Act. In the event that Company fails to file a registration statement on
      or before August 31, 2015, the expiry of the warrants may not be
      accelerated until the 15 month anniversary following the Closing
    Date;

	 	 	 
	 	(h) 	
      ensure that the Treasury Shares shall be duly and validly
      allotted, authorized and issued as fully paid and non-assessable common
      shares and shall have the attributes corresponding in all material
      respects to the description thereof set forth in this Agreement and the
      Subscription Agreements;

	 	 	 
	 	(i) 	
      ensure that the Warrants, upon issuance, shall be duly
      and validly created, authorized and issued and shall have the attributes
      corresponding in all material respects to the description thereof set
      forth in this Agreement and the Warrant Indenture;

	 	 	 
	 	(j) 	
      ensure that the Warrant Shares, shall be duly and validly
      authorized and reserved for issuance and, when issued in accordance with
      the terms of the Warrants, shall be issued as fully paid and
      non-assessable common shares;

	 	 	 
	 	(k) 	
      ensure that the Compensation Options, upon issuance,
      shall be duly and validly created, authorized and issued and shall have
      the attributes corresponding in all material respects to the description
      thereof set forth in this Agreement and the Compensation Option
      Certificates;

	 	 	 
	 	(l) 	
      ensure that the Compensation Shares shall be duly and
      validly authorized and reserved for issuance and, when issued in
      accordance with the terms of the Compensation Options, shall be issued as
      fully paid and non-assessable common shares;

	 	 	 
	 	(m) 	
      ensure that each of the TSX conditional acceptance and
      the NYSE acceptance for the Offering has been obtained on or prior to the
      Closing Date and use its commercially reasonable efforts to ensure that
      the common shares (including the Offered Shares and Warrant Shares (each
      upon expiry of any statutory hold period and the Compensation Shares)
      remain listed for trading on the TSX and the NYSE and the Warrants (upon
      expiry of any statutory hold period) remain listed for trading on the TSX
      or such other principal stock exchange or over-the-counter market as the
      common shares may be listed or quoted (as the case may be) for as long as
      any of the Warrants remain outstanding provided that this covenant shall
      not prevent the Company from completing any transaction which would result
      in the common shares ceasing to be listed on the TSX and the NYSE or such
      other stock exchange or over-the-counter market as the common shares may
      be listed or quoted (as the case may be) or the Warrants ceasing to be
      listed on the TSX or such other stock exchange or over-the-counter market
      as the Warrants may be listed or quoted (as the case may be) so long as
      the holders of common shares, Offered Shares, Warrants, Compensation
      Options, and Underlying Shares receive securities of an entity which is
      listed on a stock exchange or over-the-counter market or cash or the
      holders of the common shares have approved the transaction in accordance
      with the requirements of all Applicable Laws;







- 11 - 

	 	(n) 	
      not take any action for as long as any of the Warrants
      remain outstanding which would reasonably be expected to result in the
      delisting or suspension of its common shares on or from the TSX or the
      NYSE or of the Warrants on or from the TSX, or such other principal stock
      exchange or over-the-counter market as the common shares may be listed or
      quoted (as the case may be), provided that this covenant shall not prevent
      the Company from completing any transaction which would result in the
      common shares ceasing to be listed on the TSX or the NYSE or the Warrants
      ceasing to be listed on the TSX, or such other stock exchange or
      over-the-counter market as the common shares or Warrants may be listed or
      quoted (as the case may be) so long as the holders of common shares,
      Offered Shares, Warrants, Compensation Options and Underlying Shares
      receive securities of an entity which is listed on a stock exchange or
      over-the-counter market or cash or the holders of the common shares have
      approved the transaction in accordance with the requirements of Applicable
      Laws;

	 	 	 
	 	(o) 	
      not, at any time prior to the closing of the Offering,
      halt the trading of the common shares on the TSX or the NYSE, without the
      prior consent of the Underwriters, acting reasonably;

	 	 	 
	 	(p) 	
      not, directly or indirectly, without the prior written
      consent of the Underwriters, such consent not to be unreasonably withheld:
      (a) issue, offer, sell, contract to sell, secure, pledge, grant any
      option, right or warrant to purchase or otherwise lend, transfer or
      dispose of (or announce any intention to do so) any securities of the
      Company; or make any short sale, engage in any hedging transactions, or
      enter into any swap or other arrangement that transfers to another, in
      whole or in part, any of the economic consequences of ownership of common
      shares of the Company, whether any such transaction described in this
      Section 3(p) is to be settled by delivery of common
      shares of the Company, other securities, cash or otherwise, or make any
      announcement with respect to the foregoing for a period commencing on the
      date hereof and ending on the earlier of the termination of this Agreement
      in accordance with its terms and 120 days following the completion of the
      Offering, except securities issued: (i) in connection with incentive stock
      options granted to directors, officers, employees and consultants of the
      Company and shares issued upon their exercise pursuant to the Company’s
      stock option plan in effect on the date hereof; (ii) pursuant to the
      exercise of convertible securities, including convertible debt, options or
      warrants outstanding at the date hereof; (iii) in connection with any
      acquisition(s) to an acquisition target as full or partial consideration
      by the Company or one of its Subsidiaries; or (iv) pursuant to the
  Offering.

	 	 	 
	 	(q) 	
      execute and file with the Securities Regulators all
      forms, notices and certificates required to be filed pursuant to the
      Securities Laws in the time required by the applicable Securities Laws,
      including, for greater certainty, all forms, notices and certificates set
      forth in the opinions delivered to the Underwriters pursuant to Section 8 of this Agreement required to be filed by the
      Company and, for as long as any of the Offered Shares or Warrants remain
      outstanding, to comply with all applicable continuous disclosure
      obligations under the Act, including but not limited to filing all
      required financial statements;

	 	 	 
	 	(r) 	
      prior to the Closing Time, the Company will have duly
      appointed CST Trust Company as the Warrant Agent in respect of the
      Warrants; and

	 	 	 
	 	(s) 	
      use the net proceeds from the treasury portion of the
      Offering for funding of potential acquisitions and general working
      capital.







- 12 - 

	4. 	
      Representations, Warranties and Covenants of the
      Company



The Company represents and warrants as
of the date of this Agreement to the Underwriters and to the Purchasers (such
representations and warranties having been incorporated by reference in the
Subscription Agreements), and acknowledges that each of them is relying upon
such representations and warranties, that: 

General Matters 

	 	(a) 	
      Good Standing, Capacity and Corporate Power of the
      Company. The Company: (i) has been duly incorporated, amalgamated,
      continued or organized and is validly existing as a company in good
      standing under the laws of its jurisdiction of incorporation,
      amalgamation, continuation or organization, and has the corporate power,
      capacity and authority to own, lease and operate its property and assets,
      to conduct its business as now conducted and as currently proposed to be
      conducted, to issue and sell the Treasury Units and to execute, deliver
      and perform its obligations under this Agreement, the Warrant Indenture,
      the Compensation Option Certificates and the Subscription Agreements and
      to carry out the transactions contemplated therein; and (ii) where
      required, has been duly qualified as an extra-provincial or foreign
      corporation for the transaction of business and is in good standing under
      the laws of each jurisdiction in which it owns or leases property, or
      conducts any business unless, in each case, the failure to so qualify in
      any such jurisdiction would not, individually or in the aggregate, have a
      Material Adverse Effect;

	 	 	 
	 	(b) 	
      Subsidiaries. Other than the Subsidiaries, the
      Company has no subsidiaries and no investment in any person, which is or
      would be material to the business and affairs of the Company. The Material
      Subsidiaries are the only subsidiaries of the Company that are material to
      the Company (taken as a whole), including with respect to the generation
      of revenues and the ownership of Intellectual Property. All of the issued
      and outstanding shares in the capital of the Subsidiaries have been duly
      authorized and validly issued, are fully paid and the Company is the
      direct or indirect registered and beneficial owner of such percentage of
      outstanding shares of each Subsidiary as indicated in Schedule “B”, in
      each case free and clear of all Encumbrances or adverse interests
      whatsoever, and no person, firm, corporation or entity has any agreement,
      option, right or privilege (whether pre-emptive or contractual) capable of
      becoming an agreement or option, for the purchase from the Company or any
      Subsidiary of any of the shares or other securities of any Subsidiary and
      none of the outstanding securities of the Subsidiaries were issued in
      violation of the pre-emptive or similar rights of any security holder of
      such subsidiary;

	 	 	 
	 	(c) 	
      Good Standing, Capacity and Corporate Power of the
      Subsidiaries. Each Material Subsidiary: (i) has been duly
      incorporated, amalgamated, continued or organized and is validly existing
      as a company in good standing under the laws of its jurisdiction of
      incorporation, amalgamation, continuation or organization and has the
      corporate power, capacity and authority to own, lease and operate its
      property and assets, to conduct its business as now conducted and as
      currently proposed to be conducted and to carry out the provisions hereof;
      and (ii) where required, has been duly qualified as a foreign corporation
      for the transaction of business and is in good standing under the laws of
      each other jurisdiction in which it owns or leases property, or conducts
      any business and is not precluded from carrying on business or owning
      property in such jurisdictions by any other commitment, agreement or
      document and is current and up-to-date with all material filings required
      to be made;







- 13 - 

	 	(d) 	
      Dissolution or Liquidation. No proceedings have
      been taken, instituted or, to the knowledge of the Company, are pending
      for the dissolution or liquidation of the Company or any of the Material
      Subsidiaries;

	 	 	 
	 	(e) 	
      Authorized Capital. The authorized capital of the
      Company consists of an unlimited number of common shares, of which as at
      the date hereof, 62,166,533 common shares are issued and outstanding as
      fully paid and non-assessable;

	 	 	 
	 	(f) 	
      Convertible Securities. As of the date hereof and
      other than pursuant to the provisions of this Agreement, there are: (i)
      outstanding incentive stock options exercisable for an aggregate of
      2,825,661 common shares, (ii) outstanding common share purchase warrants
      exercisable for an aggregate of 848,023 common shares, (iii) outstanding
      restricted share units exercisable for an aggregate of 4,650,000 common
      shares, (iv) 4,666,666 common shares issuable pursuant to the Membership
      Interest Purchase Agreement dated November 26, 2014 in respect of the
      acquisition of Athas Health LLC, and (v) the Lloyd Options; no person,
      firm, corporation or other entity holds any securities convertible or
      exchangeable into securities of the Company or has any agreement, warrant,
      option, right or privilege (whether at law, pre-emptive or contractual)
      being or capable of becoming an agreement for the purchase, subscription
      or issuance of, or conversion into, any unissued shares, securities
      (including convertible securities) or warrants of the Company;

	 	 	 
	 	(g) 	
      Voting Control. The Company and the Subsidiaries
      are not party to any agreement, nor is the Company or the Subsidiaries
      aware of any agreement, which in any manner affects the voting control of
      any of the securities of the Company or the Subsidiaries;

	 	 	 
	 	(h) 	
      Shareholders Rights Plan. The Company does not
      have in place a shareholder rights protection plan and neither the
      Company, nor to the Company’s knowledge, any of its shareholders is a
      party to any shareholders agreement, pooling agreement, voting trust or
      other similar type of arrangements in respect of outstanding securities of
      the Company;

	 	 	 
	 	(i) 	
      Minute Books and Records. The minute books and
      records of each of the Company and the Material Subsidiaries made
      available to counsel for the Underwriters in connection with its due
      diligence investigation of the Company and the Material Subsidiaries for
      the periods from its date of incorporation to the date of examination
      thereof are all of the minute books and material records of the Company
      and the Material Subsidiaries and contain copies of all material
      proceedings (or certified copies thereof) of the shareholders, the boards
      of directors and all committees of the boards of directors of the Company
      and the Material Subsidiaries to the date of review of such corporate
      records and minute books and there have been no other meetings,
      resolutions or proceedings of the shareholders, board of directors or any
      committees of the board of directors of the Company and the Material
      Subsidiaries to the date of review of such corporate records and minute
      books not reflected in such minute books and other records;

	 	 	 
	 	(j) 	
      Governmental Licences. (A) the Company and each of
      the Subsidiaries possesses such permits, certificates, licences,
      approvals, registrations, qualifications, consents and other
      authorizations (collectively, “Governmental Licences”) issued by
      the appropriate federal, provincial, state, local or foreign regulatory
      agencies or bodies necessary to conduct the business now operated by it in
      all jurisdictions in which it carries on business, that are material to
      the conduct of the business of the Company and the Subsidiaries (as such
      business is currently conducted); (B) the Company and each Subsidiary is
      in material compliance with the terms and conditions of all
  such Governmental Licences; (C) all of such Governmental Licences
are in good standing, valid and in full force and effect; (D) neither the
Company nor any Subsidiary has received any notice of proceedings relating to
the revocation, suspension, termination or modification of any such Governmental
Licences, and there are no facts or circumstances, including without limitation
facts or circumstances relating to the revocation, suspension, modification or
termination of any Governmental Licenses held by others, known to the Company,
that could lead to the revocation, suspension, modification or termination of
any such Governmental License; (E) neither the Company nor any Subsidiary is in
material default with respect to filings to be effected or conditions to be
fulfilled in order to maintain such Governmental Licenses in good standing; (F)
none of such Governmental Licenses contains any term, provision, condition or
limitation which has or would reasonably be expected to affect or restrict in
any material respect the operations or the business of the Company or any
Subsidiary as now carried on or proposed to be carried on; and (G) neither the
Company nor any Subsidiary has reason to believe that any party granting any
such Governmental Licenses is considering limiting, suspending, modifying,
withdrawing or revoking the same; 







- 14 - 


	 	(k) 	
      Conducting Business in Compliance. The Company and
      each Subsidiary (i) have each conducted and are each conducting their
      business in compliance in all material respects with all Applicable Laws
      of each jurisdiction in which its business is carried on or in which its
      services are provided and has not received a notice of non-compliance, nor
      knows of, nor has reasonable grounds to know of, any facts that could give
      rise to a notice of non-compliance with any such Applicable Laws, (ii) are
      not in breach or violation of any judgment, order or decree of any
      Governmental Authority or court having jurisdiction over the Company or
      any Subsidiary, as applicable, and (iii) hold all, and are not in breach
      of any, Governmental Licences that enable its business to be carried on as
      now conducted;

	 	 	 
	 	(l) 	
      Pending Changes to Applicable Law. Except for
      information in the public domain relating to the regulatory regime
      governing the healthcare industry in the United States, the Company and
      the Subsidiaries are not aware of any pending change or contemplated
      change to any Applicable Law or regulation or governmental position that
      would materially affect the business of the Company or the Subsidiaries or
      the business or legal environment under which the Company or the
      Subsidiaries operate;

	 	 	 
	 	(m) 	
      Reporting Issuer Status and Registrant Status. The
      Company is a “reporting issuer”, or the equivalent thereof, in each of the
      provinces and territories of Canada and is not included on a list of
      defaulting reporting issuers maintained by any of the Securities
      Regulators. The Company’s common shares are registered under Section 12(b)
      of the U.S. Exchange Act and the Company is subject to the
      periodic reporting requirements of the U.S. Exchange Act, and no stop
      orders with respect to any of the Company’s securities are outstanding,
      pending or, to the knowledge of the Company, threatened. The Company is
      not currently in default of any requirement of the Securities Laws of such
      jurisdictions in any material respect and in particular, without limiting
      the foregoing, the Company has at all times complied with its obligations
      to make timely disclosure of all material changes and material facts
      relating to it and there is no material change or material fact relating
      to the Company or the Subsidiaries which has occurred and with respect to
      which the requisite news release has not been disseminated and/or material
      change report, as applicable, has not been filed with the Securities
      Regulators in any of the provinces or territories of Canada or in the
      United States. All filings and fees required to be made and paid by the Company and the Subsidiaries
pursuant to all Applicable Laws have been made and paid.







- 15 - 


	 	(n) 	
      Continuous Disclosure. The Company is in
      compliance in all material respects with its timely disclosure obligations
      under Securities Laws and, without limiting the generality of the
      foregoing since December 31, 2014, there has not occurred a Material
      Adverse Effect which has not been publicly disclosed. All information
      which has been prepared by the Company relating to the Company and the
      Subsidiaries and their respective business, property and liabilities and
      either publicly disclosed (including each Disclosure Document required to
      be filed on SEDAR pursuant to continuous and timely disclosure
      requirements under applicable Securities Laws) or provided to the
      Underwriters (including all financial, marketing, sales and operational
      information provided to the Underwriters), is as of the date of such
      information, true and correct in all material respects, does not contain
      any misrepresentations and no material facts or facts have been omitted
      therefrom which would make such information misleading and the Company is
      not aware of any circumstances presently existing under which a material
      liability is or could reasonably be expected to be incurred under
      secondary market liability disclosure provisions under Securities Laws.
      The Company has not filed any confidential material change reports with
      any of the Securities Regulators that is still maintained on a
      confidential basis;

	 	 	 
	 	(o) 	
      Forward-looking Information. All forward-looking
      information and statements of the Company contained in the Disclosure
      Documents, including any forecasts and estimates, expressions of opinion,
      intention and expectation have been based on assumptions that are
      reasonable in the circumstances, complies in all material respects with
      Securities Laws, and the Company has updated such forward-looking
      information and statements as required by and in compliance with
      Securities Laws;

	 	 	 
	 	(p) 	
      Adverse Material Change. There has been no adverse
      material change to the Company or the Subsidiaries (actual or proposed,
      whether financial or otherwise) in the business, affairs, operations,
      assets, liabilities (absolute, accrued, contingent or otherwise) or
      capital stock or long term debt of the Company or the Subsidiaries on a
      consolidated basis since December 31, 2014 which has not been generally
      disclosed to the public and, in all material respects, the business of the
      Company and the Subsidiaries have been carried on in the usual and
      ordinary course consistent with past practice since December 31, 2014 to
      the extent that such past practice is consistent with the current business
      direction of the Company and the Subsidiaries;

	 	 	 
	 	(q) 	
      Freedom to Compete and Move Assets. Other than as
      set out in the GE Credit Agreement, the Company and the Material
      Subsidiaries are not a party to or bound or affected by any commitment,
      agreement or document containing any covenant which expressly limits the
      freedom of the Company or the Material Subsidiaries to compete in any line
      of business, transfer or, move any of its assets or operations or which
      has or could reasonably be expected to have a Material Adverse
    Effect;

	 	 	 
	 	(r) 	
      Material Agreements. All of the Material
      Agreements of the Company and of the Subsidiaries have been disclosed in
      the Disclosure Documents and each Material Agreement is legal, valid,
      binding and in full force and effect and is enforceable by the Company or
      the Subsidiary, as applicable, in accordance with its terms subject to
      customary qualifications, including that enforcement thereof may be
      limited by bankruptcy, insolvency, liquidation, reorganization, moratorium
      or similar laws affecting the rights of creditors generally and except as limited by the
application of equitable principles when equitable remedies are sought, and the
qualification that the enforceability of rights of indemnity and contribution
may be limited by Applicable Law. Neither the Company nor the Subsidiaries, nor
to the knowledge of the Company, any other person, is in default in the
observance or performance of any term, covenant or obligation to be performed by
it under any Material Agreement which would have a Material Adverse Effect and
no event has occurred which with notice or lapse of time or both would
constitute such a default and all such contracts, agreements and arrangements
are in good standing. None of the Company or any of the Subsidiaries has
received any notice (whether written or oral), that any party to a Material
Agreement intends to cancel, terminate or otherwise modify or not renew its
relationship with the Company or with any of the Subsidiaries, which would have
a Material Adverse Effect and, to the knowledge of the Company, no such action
has been threatened;  







- 16 - 


	 	(s) 	
      Ownership Interests. Other than as set out in the
      GE Credit Agreement, the Company and each Subsidiary is the absolute legal
      and beneficial owner, and has good and valid title to, all of the material
      property or assets thereof as described in the Disclosure Documents free
      and clear of all Encumbrances and defects of title except Encumbrances
      filed in the ordinary course or such as are not material, individually or
      in the aggregate, to the Company or any Subsidiary, and (A) no other
      material property or assets are necessary for the conduct of the business
      of the Company or any Subsidiary as currently conducted, (B) the Company
      has no knowledge of any claim or the basis for any claim that might or
      could materially and adversely affect the right of the Company or any
      Subsidiary to use, transfer or otherwise exploit such property or assets,
      and (C) other than pursuant to this Agreement, neither the Company nor the
      Subsidiary has any responsibility or obligation to pay any commission,
      royalty, licence fee or similar payment to any person with respect to the
      property and assets thereof;

	 	 	 
	 	(t) 	
      Purchases and Sales. None of the Company or any of
      the Subsidiaries has approved, has entered into any agreement in respect
      of, or has any knowledge of:




	 	(i) 	
      the purchase of any of its business assets or any
      interest therein, or the sale, transfer or other disposition of any of its
      business assets or any interest therein currently owned, directly or
      indirectly, by the Company or the Subsidiaries whether by asset sale,
      transfer of shares, or otherwise;

	 	 	 
	 	(ii) 	
      the change of control (by sale or transfer of common
      shares or sale of all or substantially all of the assets of the Company or
      the Subsidiaries or otherwise) of the Company or the Subsidiaries;
    or

	 	 	 
	 	(iii) 	
      a proposed or planned disposition of common shares by any
      shareholder who owns, directly or indirectly, 10% or more of the
      outstanding common shares or common shares of the Subsidiaries, other than
      the proposed disposition of common shares by the Selling Shareholders
      pursuant to this Agreement;




	 	(u) 	
      Real and Leased Property. The Company owns no real
      property. With respect to each of the Leased Premises, the Company and the
      Subsidiaries occupy the Leased Premises, have the right to occupy and use
      the Leased Premises and each of the leases pursuant to which the Company
      and the Subsidiaries occupy the Leased Premises is in good standing in all
      material respects and in full force and effect. The performance of
      obligations pursuant to and in compliance with the terms of this Agreement
      and the Subscription Agreements, and the completion of the transactions described
herein by the Company and the Subsidiaries, will not afford any of the parties
to such leases or any other person the right to terminate such lease or the
Company’s or any of the Subsidiaries’ right to occupy and use the Leased
Premises or, result in any additional or more onerous obligations under such
leases. Neither the Company nor any of the Subsidiaries has received any notice
or other communication from the owner or manager of any of the Leased Premises
that the Company or any of the Subsidiaries is not in compliance with any term
or condition of any such real property lease, and to the best knowledge of the
Company no notice or other communication is pending or has been threatened;







- 17 - 


	 	(v) 	
      Financial Statements. The Financial Statements:
      (i) have been prepared in accordance with Securities Laws and IFRS or U.S.
      GAAP, as applicable, applied on a consistent basis throughout the periods
      referred to therein, except as otherwise disclosed therein; and (ii)
      present fairly, in all material respects, the financial position and
      condition of the Company and the Subsidiaries on a consolidated basis as
      at the dates thereof and the results of its operations and the changes in
      its shareholder’s equity and cash flows for the periods then ended, and do
      not contain a misrepresentation;

	 	 	 
	 	(w) 	
      Off-Balance Sheet Transactions. There are no
      off-balance sheet transactions, arrangements, obligations or liabilities
      of the Company or its Subsidiaries whether direct, indirect, absolute,
      contingent or otherwise which are required to be disclosed and are not
      disclosed or reflected in the Financial Statements;

	 	 	 
	 	(x) 	
      Accounting Policies. There has been no change in
      accounting policies or practices of the Company or its subsidiaries since
      December 31, 2014, other than the adoption of certain additional IFRS
      measures as disclosed in the Financial Statements;

	 	 	 
	 	(y) 	
      Accounting Controls. The Company has established
      and maintains a system of disclosure controls and procedures that are
      designed to provide reasonable assurance that information required to be
      disclosed by the Company in its annual filings, interim filings or other
      reports filed or submitted by it under Securities Laws is recorded,
      processed, summarized and reported within the time periods specified in
      Securities Laws. Such disclosure controls and procedures include controls
      and procedures designed to ensure that information required to be
      disclosed by the Company in its annual filings, interim filings or other
      reports filed or submitted under Securities Laws is accumulated and
      communicated to the Company’s management, including its Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure. The Company and the Subsidiaries
      maintain, and will maintain, a system of internal accounting controls
      sufficient to provide reasonable assurance that: (i) transactions are
      executed in accordance with management’s general or specific
      authorizations; (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with IFRS or U.S. GAAP,
      as applicable, and to maintain asset accountability; and (iii) access to
      assets is permitted only in accordance with management’s general or
      specific authorization. To the knowledge of the Company, there is no
      material weakness relating to the design, implementation or maintenance of
      its internal control over financial reporting, or fraud, whether or not
      material, that involves management or other employees who have a
      significant role in the internal control over financial reporting of the
      Company. To the knowledge of the Company, none of the Company, any of its
      Subsidiaries, any director, officer, auditor, accountant or representative
      of the Company or any of its Subsidiaries has received or otherwise
      obtained knowledge of any material complaint, allegation, assertion, or
      claim, whether written or oral, regarding accounting, internal accounting
controls or auditing matters, including any material complaint, allegation,
assertion, or claim that the Company or any of its Subsidiaries has engaged in
questionable accounting or auditing practices, or any expression of concern from
its employees regarding questionable accounting or auditing matters;







- 18 - 


	 	(z) 	
      Audit Committee’s Responsibilities.
      The audit committee’s responsibilities comply with National Instrument
      52-110 - Audit Committees;

	 	 	 
	 	(aa) 	
      Independent Accountants. The auditors who audited
      the annual Financial Statements of the Company and who provided their
      audit report thereon are a participating audit firm within the meaning of
      applicable Securities Laws and are independent pursuant to the Rules of
      Professional Conduct of the Institute of Chartered Accountants of Ontario
      and the requirements of the Public Company Accounting Oversight
    Board;

	 	 	 
	 	(bb) 	
      Reportable Event. There has not been a “reportable
      event” (within the meaning of National Instrument 51-102 – Continuous
      Disclosure Obligations) with the present or former auditors of the
      Company and the auditors of the Company have not provided any material
      comments or recommendations to the Company regarding its accounting
      policies, internal control systems or other accounting or financial
      practices that have not been implemented by the Company;

	 	 	 
	 	(cc) 	
      Insurance. The Company and the Subsidiaries are
      insured by insurers of recognized financial responsibility against such
      losses and risks and in such amounts as are prudent and customary in the
      businesses in which they are engaged, and the Company has no reason to
      believe that it will not be able to renew the existing insurance coverage
      of the Company and the Subsidiaries as and when such coverage expires or
      to obtain similar coverage from similar insurers as may be necessary to
      continue its business at a cost that would not, individually or in the
      aggregate, have a Material Adverse Effect, and such coverage is in full
      force and effect, and the Company and the Subsidiaries have not breached
      the terms of any policies in respect thereof or failed to promptly give
      any notice or present any material claim thereunder;

	 	 	 
	 	(dd) 	
      Taxes. The Company and each Subsidiary has duly
      and on a timely basis filed all foreign, federal, state, provincial and
      municipal tax returns required to be filed by it, has paid all taxes due
      and payable by the Company and the Subsidiaries, respectively, and has
      paid all assessments and reassessments and all other taxes, governmental
      charges, penalties, interest and other fines due and payable by it and
      which are claimed by any Governmental Authority to be due and owing,
      except where the failure to pay would not, individually or in the
      aggregate, have a Material Adverse Effect, and adequate provision has been
      made for taxes payable for any completed fiscal period for which tax
      returns are not yet required to be filed; there are no agreements, waivers
      or other arrangements providing for an extension of time with respect to
      the filing of any tax return or payment of any tax, governmental charge or
      deficiency by the Company or by any Subsidiary; there are no actions,
      suits, proceedings, investigations or claims pending or, to the knowledge
      of the Company, threatened against the Company or any Subsidiary in
      respect of taxes, governmental charges or assessments; and there are no
      matters under discussion with any Governmental Authority relating to
      taxes, governmental charges or assessments asserted by any such authority.
      The Company and each of the Subsidiaries have established on their books
      and records reserves that are adequate for the payment of all taxes not
      yet due and payable and there are no liens for taxes on the assets of
      the Company or any of the Subsidiaries, and, to the knowledge of
the Company, there are no audits pending of the tax returns of the Company or
any of the Subsidiaries (whether federal, state, provincial, local or foreign)
and there are no claims which have been or may be asserted relating to any such
tax returns, which audits and claims, if determined adversely, would result in
the assertion by any Governmental Authority of any deficiency that could,
individually or in the aggregate, result in a Material Adverse Effect; 







- 19 - 


	 	(ee) 	
      Dividends. During the previous 12 months, the
      Company has not, directly or indirectly, declared or paid any dividend or
      declared or made any other distribution on any of its shares or securities
      of any class, or, directly or indirectly, redeemed, purchased or otherwise
      acquired any of its common shares or securities or agreed to do any of the
      foregoing. There is not, in the constating documents, articles or in any
      Material Agreement or other instrument or document to which the Company or
      the Subsidiaries is a party, any restriction upon or impediment to, the
      declaration or payment of dividends by the directors of the Company or the
      payment of dividends by the Company to the holders of its common
      shares;

	 	 	 
	 	(ff) 	
      Insider Interest in Transactions. None of the
      directors, executive officers or shareholders who beneficially own,
      directly or indirectly, or exercise control or direction over, more than
      10% of the outstanding common shares of the Company or securities
      exchangeable for more than 10% of any class of securities of the Company,
      or any known associate or affiliate of any such person, had or has any
      material interest, direct or indirect, in any transaction or any proposed
      transaction (including, without limitation, any loan made to or by any
      such person) with the Company which, as the case may be, materially
      affects, is material to or will materially affect the Company and its
      Subsidiaries (taken as a whole). Other than the Fleming note, the Company
      and the Subsidiaries do not have any loans or other indebtedness
      outstanding which has been made to any of its shareholders, officers,
      directors or employees, past or present, or any person not dealing at
      “arm’s length” (as such term is defined in the Tax Act;

	 	 	 
	 	(gg) 	
      Directors and Officers. To the best of the
      Company’s knowledge, none of the directors or officers of the Company are
      now, or have ever been, subject to an order or ruling of any securities
      regulatory authority or stock exchange prohibiting such individual from
      acting as a director or officer of a public company or of a company listed
      on a particular stock exchange;

	 	 	 
	 	(hh) 	
      Litigation. None of the Company or any Subsidiary
      has been served with or otherwise received notice of any legal or
      governmental proceedings or investigations and there are no legal or
      governmental proceedings or investigations (whether or not purportedly on
      behalf of the Company) pending to which the Company or any Subsidiary is a
      party or of which any property or assets of the Company or any Subsidiary
      is the subject which is reasonably likely, individually or in the
      aggregate, to have a Material Adverse Effect, or which might reasonably be
      expected to materially and adversely affect the consummation by the
      Company of the transactions contemplated by this Agreement and except for
      a claim from the Company’s former Chief Marketing Officer for
      approximately $676,500 plus 1,000,000 common shares, no such proceedings
      have been threatened or contemplated by any Governmental Authority or any
      other parties. There are no judgments against the Company or the
      Subsidiaries which are unsatisfied, nor are there any consent decrees or
      injunctions to which the Company or the Subsidiaries is
  subject;







- 20 - 

	 	(ii) 	
      Cease Trade Order. The issued and outstanding
      common shares are listed and posted for trading on the TSX and the NYSE,
      the Company has applied to list the Offered Shares, Underlying Shares and
      the Warrants on the TSX and received approval to list the Offered Shares,
      Underlying Shares and the Warrants on the NYSE and no order ceasing or
      suspending trading in any securities of the Company or the trading of any
      of the Company’s issued securities is currently outstanding and no
      proceedings for such purpose are threatened, or to the knowledge of the
      Company, pending;

	 	 	 	 
	 	(jj) 	
      Delisting. Neither the Company nor the
      Subsidiaries have taken any action which would be reasonably expected to
      result in the delisting or suspension of the common shares on or from the
      TSX or the NYSE and the Company is currently in material compliance with
      the rules and regulations of the TSX and the NYSE;

	 	 	 	 
		(kk) 	
      Bribery. The Company, its Subsidiaries and each of
      their directors and officers are familiar with anti-bribery and
      anti-corruption laws and regulations applicable in any jurisdiction in
      which they are located or conducting business (collectively “Applicable
      Anti-Corruption Laws and Regulations”). The Company, its Subsidiaries,
      and to the knowledge of the Company, its directors, officers, employees,
      consultants, representatives and agents of the foregoing as it relates to
      the Company: (a) have conducted all transactions, negotiations,
      discussions and dealings in full compliance with Applicable
      Anti-Corruption Laws and Regulations; and (b) have not made any offer,
      payment, promise to pay, or authorization of payment of money or anything
      of value to any government official, or any other person while having
      reasonable grounds to believe that all or a portion of such money or thing
      of value will be offered, given or promised, directly or indirectly, to a
      government official, for the purpose of (i) assisting the parties in
      obtaining, retaining or directing business; (ii) influencing any act or
      decision of a government official in his, her or its official capacity;
      (iii) inducing a government official to do or omit to do any act in
      violation of his, her or its lawful duty, or to use his, her or its
      influence with a government or instrumentality thereof to affect or
      influence any act or decision of such government or department, agency,
      instrumentality or entity thereof; or (iv) securing any improper
      advantage. The Company, its Subsidiaries, and to the knowledge of the
      Company, its directors, officers, employees, consultants, representatives
      and agents of the foregoing as it relates to the Company: (a) have not
      entered into any healthcare reimbursement fee-splitting arrangement with
      any actual or potential patient, health care provider, business partner,
      governmental employee or other person in a position to assist or hinder
      the Company and/or the Subsidiaries in violation of Applicable Law; (b)
      have not (i) made any payment for, or agreed to make any payment for, any
      goods, services, or property in excess of fair market value; (ii) made or
      caused to be made a false statement or representation of a material fact
      in any application for any benefit or payment under any Health Care
      Program; (iii) made or caused to be made any false statement or
      representation of a material fact for use in determining rights to any
      benefit or payment under any Health Care Program; (iv) presented or caused
      to be presented a claim for reimbursement for services under any Health
      Care Program that is for an item or service that is known or should be
      known to be: (I) not provided as claimed, (II) not provided in accordance
      with Applicable Law, or (III) false or fraudulent; (v) failed to disclose
      knowledge of the occurrence of any event materially affecting the initial
      or continued right to any benefit or payment under any Health Care
      Program; (vi) offered, paid, solicited, or received any remuneration
      (including any kickback, bribe or rebate), overtly or covertly, in cash or
      in kind: (I) in return for referring an individual to the Company or any
      Subsidiary for the furnishing or arranging for the furnishing of any item
      or service for which payment may be made in whole or in part by any Health
      Care Programs or third-party payer, or (II) in return for
purchasing, leasing or ordering any good, facility, service, or item for which
payment may be made in whole or in part by any Health Care Program or any
third-party payer, that would, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect. Neither the Company nor the
Subsidiaries nor to the knowledge of the Company, any director, officer,
employee, consultant, representative or agent of foregoing, has (a) conducted or
initiated any review, audit, or internal investigation that concluded the
Company, a Subsidiary or any director, officer, employee, consultant,
representative or agent of the foregoing violated such laws or committed any
material wrongdoing, or (b) made a voluntary, directed, or involuntary
disclosure to any Governmental Authority responsible for enforcing anti-bribery
or anti-corruption laws, in each case with respect to any alleged act or
omission arising under or relating to non-compliance with any such laws, or
received any notice, request, or citation from any person alleging
non-compliance with any such laws; 







- 21 - 


	 	(ll) 	
      Previous Acquisitions. All previous acquisitions
      completed by the Company or any of the Subsidiaries of any securities,
      businesses, assets or products of any other entity have been fully and
      properly disclosed in the Disclosure Documents, were completed in
      compliance with all applicable corporate and securities laws and all
      necessary corporate and regulatory approvals, consents, authorizations,
      registrations, and filings required in connection therewith were obtained
      and complied with; the Company or the Subsidiaries, as the case may be,
      conducted all due diligence procedures in connection with such previous
      acquisitions as are standard and customary for transactions of such
      nature;

	 	 	 
	 	(mm) 	
      Operations of Business and Title to Business Assets.
      All material activities conducted by the Company and/or its
      Subsidiaries are truly and accurately described, in all material respects,
      in the Disclosure Documents and comprise all of the material business
      activities of the Company and the Subsidiaries, on a consolidated basis.
      The Company and the Subsidiaries have good, valid and marketable title to
      and have all necessary rights in respect of all of their business assets
      as owned, leased, licensed, loaned, operated or used by them or others in
      the operation of the business, or over which they have rights, free and
      clear of liens, and no other rights or business assets are necessary for
      the conduct of the business of the Company or the Subsidiaries as
      currently conducted or as proposed to be conducted except for Encumbrances
      on property or assets leased by the Company or its Subsidiaries;

	 	 	 
	 	(nn) 	
      Business Operations. To the knowledge of the
      Company: (i) all material agreements with third parties (including all
      physicians, suppliers or vendors) for the provision/supply or sale of
      services, products, equipment or technologies in connection with the
      business of the Company and the Subsidiaries have been entered into and
      are being performed in compliance with their terms; and (ii) the Company
      and its Subsidiaries have all necessary access to the requisite service
      providers, supplies and equipment to conduct their business as currently
      conducted or proposed to be conducted;

	 	 	 
	 	(oo) 	
      Business Relationships. There exists no actual or,
      to the knowledge of the Company, threatened termination, cancellation or
      limitation of, or any material adverse modification or material change in,
      the business relationship of the Company or the Subsidiaries, with any
      physician, supplier or vendor, or any group of physicians, suppliers or
      vendors whose business with or whose inventories or purchases provided to
      the business of the Company or the Subsidiaries are individually or in the
      aggregate material to the assets, business, properties, operations or
      financial condition of the Company or the Subsidiaries. All
  such business relationships are intact and mutually cooperative, and
there exists no condition or state of fact or circumstances that would prevent
the Company or the Subsidiaries from conducting such business with any such
physician, supplier or vendor, or group of physicians, suppliers or vendors in
the same manner in all material respects as currently conducted or proposed to
be conducted;







- 22 - 


	 	(pp) 	
      The Health Care Programs and Third-Party
      Payers.




	 	(i) 	
      The Company and each Subsidiary has complied with all
      laws, rules, regulations, standards, policies and procedures of the Health
      Care Programs applicable to the Company and the Subsidiaries, and have
      filed all claims, invoices, returns, cost reports and other forms
      (including, but not limited to all enrolment forms, CMS- 855 forms and
      other documentation required to participate in any Health Care Program or
      with any other third-party payer), the use of which is required or
      permitted by such Health Care Programs, in the form and manner, together
      with all supporting documentation, prescribed by such Health Care
      Programs, except where the failure to do so would not, individually or in
      the aggregate, reasonably be expected to result in a Material Adverse
      Effect.

	 	 	 
	 	(ii) 	
      All claims, returns, invoices, and other forms and
      documentation submitted by the Company or any Subsidiary to any Health
      Care Program or to any other public or private third-party payer since the
      inception of the business of the Company and the Subsidiaries have been
      true, complete, correct and accurate in all material respects. No
      deficiency in any such claims, returns, invoices, and other filings,
      including claims for overpayments or deficiencies for late filings, has
      been asserted or threatened by any federal or state agency or
      instrumentality or other carrier or intermediary relating to Medicare or
      Medicaid claims or by any other public or private third-party
  payer.

	 	 	 
	 	(iii) 	
      Neither the Company nor any Subsidiary has been subject
      to any audit relating to fraudulent Medicare or Medicaid procedures or
      practices. Neither the Company nor any Subsidiary has received a written
      inquiry from any Governmental Authority or any Health Care Program or from
      any agent of such Health Care Program, including, without limitation, the
      Centers for Medicare and Medicaid Services (“CMS”), the Department
      of Health and Human Services (“HHS”), the Department of Justice
      (“DOJ”), the Department of Health and Human Services Office of
      Inspector General (“OIG”), the Drug Enforcement Administration
      (“DEA”), Medicare Administrative Contractors, state Attorneys
      General, state Medicaid Fraud Control Units, other state agencies, or
      other bodies that regulate the Company’s and Subsidiaries’ businesses and
      operations, that would, individually or in the aggregate, reasonably be
      expected to result in a Material Adverse Effect.

	 	 	 
	 	(iv) 	
      To the knowledge of the Company, there is no basis for
      any claim or request for recoupment or reimbursement from the Company or
      any Subsidiary by, or for reimbursement by the Company or any Subsidiary
      of, and neither the Company nor any Subsidiary has received any
      overpayments from, any federal or state agency or instrumentality or other
      carrier or intermediary relating to Medicare or Medicaid claims or any
      other Health Care Program or any other public or private third-party
      payer, that would, individually or in the aggregate, reasonably be
      expected to result in a Material Adverse
Effect.







- 23 - 

	 	(v) 	
      The Company and each Subsidiary, as applicable, has
      routinely collected all co- payments, coinsurance and deductibles from
      patients in accordance with all laws, rules, regulations, standards,
      policies and procedures of the Health Care Programs and of the applicable
      public or private third-party payer, except where the failure to do so
      would not, individually or in the aggregate, reasonably be expected to
      result in a Material Adverse Effect. For each patient, the Company and
      each Subsidiary, as applicable, has maintained complete and accurate
      clinical documentation of the medical necessity of all services and
      supplies provided by the Company or Subsidiary to such patient, except
      where the failure to do so would not, individually or in the aggregate,
      reasonably be expected to result in a Material Adverse Effect. For each
      patient, the Company or Subsidiary, as applicable, has maintained complete
      and accurate financial and other documentation required for billing Health
      Care Programs or any other public or private third-party payer, except
      where the failure to do so would not, individually or in the aggregate,
      reasonably be expected to result in a Material Adverse Effect.

	 	 	 
	 	(vi) 	
      To the knowledge of the Company, neither the Company nor
      any Subsidiary has employed or contracted with any person sanctioned or
      excluded from participation with any Health Care Program or debarred from
      contracting with any federal or state agency. The Company and each
      Subsidiary checks on an annual basis all employees and contractors against
      the OIG’s List of Excluded Individuals/Entities and the General Services
      Administration’s Excluded Parties List System.




	 	(qq) 	
      Patient Privacy. The Company and each Subsidiary
      has at all times complied with all applicable federal, state and local
      laws and regulations regarding the confidentiality and security of health
      related information, including, but not limited to the Health Insurance
      Portability and Accountability Act of 1996 (“HIPAA”), as it may be
      amended from time to time, and the Health Information Technology for
      Economic and Clinical Health Act, as incorporated in the American Recovery
      and Reinvestment Act of 2009 and as it may be amended (the “HITECH
      Act”), and the requirements of all regulations promulgated pursuant to
      HIPAA and the HITECH Act, including without limitation the regulations
      codified at 45 CFR Parts 160 and 164. Neither the Company nor any
      Subsidiary has experienced a breach of state or federal privacy or
      security laws or regulations.

	 	 	 
	 	(rr) 	
      Intellectual Property Rights. The Company and the
      Subsidiaries own all right, title and interest in and with respect to all
      Owned Intellectual Property, being all the material Intellectual Property
      that is used by the Company or the Subsidiaries in connection with their
      businesses and operations as presently conducted or proposed to be
      conducted, free and clear of any Encumbrances, and the Owned Intellectual
      Property is fully transferable, alienable and licensable without
      restriction. The Intellectual Property used in the business of the Company
      and its Subsidiaries is valid and enforceable and the Company and/or the
      Subsidiaries have not received any notice, claim, threats or allegation
      from any person for any violation or infringement by the Company and/or
      the Subsidiaries of any rights with respect to any Intellectual Property
      or questioning the right of the Company and/or the Subsidiaries to
      unconditionally use, possess, transfer, convey, distribute or otherwise
      dispose of any (i) technology, (ii) Owned Intellectual Property, or (iii)
      licensed Intellectual Property used or distributed by the Company and/or
      the Subsidiaries. The Company’s and the Subsidiaries’ use of the
      Intellectual Property used in the business of the Company and/or its
      Subsidiaries, past and present, has not and does not violate
  or constitute a breach of any agreement, obligation, promise or
commitment by which the Company and/or the Subsidiaries may be bound or
constitute a violation of any laws, regulations, ordinances, codes or statutes
in any jurisdiction; 







- 24 - 


	 	(ss) 	
      Employment. The Company and the Subsidiaries are
      in material compliance with all laws respecting employment and employment
      practices, terms and conditions of employment, occupational health and
      safety, pay equity and wages. All material employee plans have been
      maintained in compliance with their terms and with the requirements
      prescribed by any and all statutes, orders, rules and regulations that are
      applicable to such employee plans, in each case in all material respects
      and have been publicly disclosed to the extent required by Securities Laws
      and all material accruals for unpaid vacation pay, premiums for
      unemployment insurance, health premiums, federal or state pension plan
      premiums, accrued wages, salaries and commissions and employee benefit
      plan payments have been reflected in the books and records of the Company
      and/or the Subsidiaries, as applicable;

	 	 	 
	 	(tt) 	
      Labour Disruption. There is not currently any
      labour disruption, conflict, slowdown, stoppage, complaint or grievance
      threatened or, to the knowledge of the Company, pending against the
      Company or the Subsidiaries which is adversely affecting or could
      adversely affect, in a material manner, the carrying on of the business of
      the Company and the Subsidiaries, on a consolidated basis; and no union
      representation question exists respecting the employees of the Company and
      no collective bargaining agreement is in place or currently being
      negotiated by the Company;

	 	 	 
	 	(uu) 	
      Employee Benefit Plans. Each of the Company and
      the Subsidiaries has satisfied all obligations under, and there are no
      outstanding defaults or violations with respect to, and no taxes,
      penalties, or fees are owing or exigible under or in respect of, any
      employee benefit, incentive, pension, retirement, stock option, stock
      purchase, stock appreciation, health, welfare, medical, dental,
      disability, life insurance and similar plans, arrangements or practices
      relating to the current or former employees, officers or directors of the
      Company or any of the Subsidiaries maintained, sponsored or funded by
      them, whether written or oral, funded or unfunded, insured or
      self-insured, registered or unregistered and all contributions or premiums
      required to be paid thereunder have been made in a timely fashion and any
      such plan or arrangement which is a funded plan or arrangement is fully
      funded on an ongoing and termination basis;

	 	 	 
	 	(vv) 	
      Environmental Claims. There have been no past, and
      to the knowledge of the Company there are no pending or threatened claims,
      complaints, notices or requests for information received by the Company or
      the Subsidiaries with respect to any alleged violation of any
      Environmental Law; no conditions exist at, on or under any property now or
      previously owned, operated or leased by the Company or the Subsidiaries
      which, with the passage of time, or the giving of notice or both, would
      give rise to liability under any Environmental Law that, individually or
      in the aggregate, has or may reasonably be expected to have, a Material
      Adverse Effect. There are no orders or directions relating to
      environmental matters requiring any material work, repairs, construction
      or capital expenditures to be made with respect to any of the assets of
      the Company or the Subsidiaries, nor has the Company or the Subsidiaries
      received notice of any of the same;

	 	 	 
	 	(ww) 	
      Hazardous Substances. Except in compliance with
      Applicable Laws, neither the Company nor any Subsidiary has used any of
      its property or facilities to generate, manufacture, process, distribute,
      use, treat, store, dispose of, transport or handle any pollutants,
      contaminants, chemicals or industrial toxic or hazardous waste or
      substances (“Hazardous Substances”) in a manner that could,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. Except in compliance with Applicable Laws, neither the Company
nor any Subsidiary has caused or permitted the release, in any manner
whatsoever, of any Hazardous Substances on or from any of its properties or
assets or any such release on or from a facility owned or operated by third
parties but with respect to which the Company or a Subsidiary is or may
reasonably be alleged to have material liability or has received any notice that
it is potentially responsible for a federal, provincial, state, municipal or
local clean-up site or corrective action under any Applicable Laws, statutes,
ordinances, by-laws, regulations or any orders, directions or decisions rendered
by any ministry, department or administrative regulatory agency relating to the
protection of the environment, occupational health and safety or otherwise
relating to or dealing with Hazardous Substances in a manner that could,
individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect; 







- 25 - 

	 	(xx) 	
      Compliance with Industry Standards. To the
      knowledge of the Company, all services provided to customers, in whole or
      in part, by the Company or any Subsidiary are provided in full compliance
      with and meet industry specific standards set by all organizations which
      pertain to the business of the Company and each Subsidiary and the
      Company’s and each Subsidiary’s services have met and satisfied, and
      continue to meet and satisfy, all safety standards necessary to permit the
      sale of the Company’s and each Subsidiary’s services where they are
      currently sold;

	 	 	 
	 	(yy) 	
      Not Registered as an Investment Company. The
      Company is not and, after giving effect to the Offering and the
      application of the proceeds thereof, will not be registered or required to
      be registered as an “investment company”, as such term is defined in the
      U.S. Investment Company Act;



Matters Related to the Offering


	 	(zz) 	
      Breach or Violation. The execution and delivery of
      each of this Agreement, the Subscription Agreements, the Warrant
      Indenture, the Share Certificates, the Warrant Certificates and the
      Compensation Options Certificates, the performance by the Company of its
      obligations hereunder or thereunder and the issuance, sale and delivery of
      the Offered Shares, Warrants and Compensation Options and the issuance and
      delivery of the Underlying Shares, do not and will
not:




	 	(i) 	
      require the consent, approval, authorization,
      registration or qualification of or with any Governmental Authority, stock
      exchange, Securities Regulator or other third-party, except such as have
      been obtained or such as may be required (and shall be obtained by the
      Company prior to the Closing Time) under Securities Laws or stock exchange
      regulations;

	 	 	 
	 	(ii) 	
      result in a breach of or default under, and do not and
      will not create a state of facts which, after notice or lapse of time or
      both, will result in a breach of or default under, and do not and will not
      conflict with:




	 	(A) 	
      any of the terms, conditions or provisions of the
      articles, by laws or resolutions of the shareholders, directors or any
      committee of directors of the Company or any Subsidiary or any Material
      Agreement to which the







- 26 - 

Company or any Subsidiary is a party or by which it or they are
contractually bound; or 

	 	(B) 	
      any statute, rule, regulation or law applicable to the
      Company or any Subsidiary, including, without limitation, the Securities
      Laws, or any judgment, order or decree of any Governmental Authority or
      court having jurisdiction over the Company; or




	 	(iii) 	
      affect the rights, duties and obligations of any parties
      to any Material Agreement to which the Company or any Subsidiary is a
      party, nor give a party the right to terminate any such Material Agreement
      by virtue of the application of terms, provisions or conditions in such
      Material Agreement;




	 	(aaa) 	
      Validity and Enforceability. This Agreement, the
      Subscription Agreements, the Warrant Indenture, the Share Certificates,
      the Warrant Certificates and the Compensation Option Certificates and the
      performance of the transactions contemplated hereby and thereby have been
      duly authorized by all necessary corporate action of the Company, have
      been executed and delivered by the Company and constitute valid and
      binding obligations of the Company and each are enforceable against the
      Company in accordance with their respective terms, except as enforcement
      thereof may be limited by bankruptcy, insolvency, reorganization,
      moratorium and other laws relating to or affecting the rights of creditors
      generally and except as limited by the application of equitable principles
      when equitable remedies are sought, and by the fact that rights to
      indemnity, contribution and waiver, and the ability to sever unenforceable
      terms, may be limited by Applicable Law;

	 	 	 
	 	(bbb) 	
      Treasury Units and Compensation Options. All
      necessary corporate action has been taken by the Company to: (i) authorize
      and reserve for issuance the Treasury Shares and when certificates
      representing the Treasury Shares have been issued, delivered and paid for,
      the Treasury Shares will be validly issued as fully paid and
      non-assessable common shares and the Treasury Shares, upon issuance, will
      not be issued in violation of or subject to any pre-emptive rights or
      contractual rights to purchase securities issued by the Company; (ii)
      validly create, authorize and issue the Warrants on the Closing Date;
      (iii) authorize and reserve for issuance the Warrant Shares as fully paid
      and non-assessable common shares upon the due exercise of the Warrants in
      accordance with the terms of the Warrants; (iv) validly create, authorize
      and issue the Compensation Options on the Closing Date; (v) authorize and
      reserve for issuance the Compensation Shares as fully paid and
      non-assessable common shares upon the due exercise of the Compensation
      Options in accordance with the terms of the Compensation
Options;

	 	 	 
	 	(ccc) 	
      Approvals, Permits, Authorizations. Other than
      customary post-closing filings required by Securities Laws, all consents,
      approvals, permits, authorizations or filings as may be required for the
      execution and delivery of this Agreement, the Subscription Agreements, the
      Warrant Indenture, the Share Certificates, the Warrant Certificates and
      the Compensation Option Certificates and the issuance of the Offered
      Shares, the Warrants, the Compensation Options and the reservation for
      issuance of the Underlying Shares and the completion of the transactions
      contemplated hereby and thereby, have been made or obtained, as
      applicable;

	 	 	 
	 	(ddd) 	
      Form of Certificates. The forms and terms of the
      certificates representing the Offered Shares, Warrants and Compensation
      Options have been approved and adopted by the board of directors of the Company and the form and terms of the
certificates representing the Offered Shares, Warrants and Compensation Options
do not and will not conflict with any Applicable Law; 







s- 27 - 


	 	(eee) 	
      Transfer Agent. The Transfer Agent, at its
      principal offices in the City of Toronto, Ontario has been duly appointed
      as transfer agent and registrar in respect of the common shares;

	 	 	 
	 	(fff) 	
      Warrant Agent. The Warrant Agent, at its offices
      in Toronto, Ontario has been duly appointed as the warrant agent for the
      Warrants;

	 	 	 
	 	(ggg) 	
      Fees and Commissions. Other than the Underwriters
      (or any members of the selling group) pursuant to this Agreement, there
      are no persons acting on behalf of the Company, or to the knowledge of the
      Company, purporting to act at the request or on behalf of the Company,
      that are entitled to any brokerage or finder’s fee in connection with the
      Offering or the transactions contemplated by this Agreement;

	 	 	 
	 	(hhh) 	
      Demand to Proceeds. Other than the Company and the
      Selling Shareholders, there is no person that is or will be entitled to
      demand the proceeds of this Offering under the terms of any Material
      Agreement or otherwise; and

	 	 	 
	 	(iii) 	
      Eligibility. Based on the provisions of the
      Income Tax Act (Canada) and the regulations thereunder (together,
      the “Tax Act”) in force on the date hereof and proposals to amend
      the Tax Act publicly announced by or on behalf of the Minister of Finance
      (Canada) prior to the date hereof, provided that the Offered Shares are
      listed on a designated stock exchange (which includes the TSX and the
      NYSE) or the Company is a “public corporation” (as defined in the Tax
      Act), the Offered Shares, Warrants and Warrant Shares, will be qualified
      investments for the purposes of the Tax Act at the time of their
      acquisition under the Offering for trusts governed by registered
      retirement savings plans, registered retirement income funds, deferred
      profit sharing plans, registered education savings plans, registered
      disability savings plans and tax-free savings accounts (each, a
      “Plan”), each as defined in the Tax Act, provided further, in the
      case of the Warrants, that each person who is an annuitant, a beneficiary,
      a holder, an employer or a subscriber, as applicable, under a Plan deals
      at arm’s length (within the meaning of the Tax Act) with the Company and,
      with respect to a deferred profit sharing plan, the Company is not an
      employer in respect of such deferred profit sharing
plan.




	5. 	
      Representations, Warranties and Covenants of the
      Selling Shareholders



The Selling Shareholders, severally and
not jointly nor jointly and severally, represent and warrant to the
Underwriters, and acknowledge that the Underwriters are relying on such
representations and warranties in purchasing the Secondary Shares, that:


	 	(a) 	
      Power and Authority. Such Selling Shareholder has
      the full right, power and authority to enter into this Agreement and to
      sell, transfer and deliver the Shares to be sold by such Selling
      Shareholder hereunder. The execution and delivery of this Agreement and
      the sale and delivery of the Secondary Shares to be sold by such Selling
      Shareholder and the consummation of the transactions contemplated herein
      and compliance by such Selling Shareholder do not and will not, whether
      with or without the giving of notice of the passage of time or both,
      conflict with or constitute a breach of, or default under, or result in
      the creation or imposition of any tax, lien, charge or encumbrance on the
      Secondary Shares to be sold by such Selling Shareholder pursuant to any
      contract, indenture, mortgage, deed of trust, loan or credit agreement, note,
license, lease or other agreement or instrument to which such Selling
Shareholder is a party or by which such Selling Shareholder may be bound, or to
which any of the property or assets of such Selling Shareholder is subject, nor
will such action result in any violation of the provisions of any applicable
treaty, law, statute, rule, regulation, judgement, order, writ or decree of any
government, government instrumentality or court, domestic or foreign, having
jurisdiction over such Selling Shareholder or any of its properties; 







- 28 - 


	 	(b) 	
      Adverse Change. Such Selling Shareholder is not
      prompted to sell the Secondary Shares to be sold by such Selling
      Shareholder hereunder by any information concerning the Company or any
      Subsidiary which has not been publicly disclosed and which has adversely
      affected, or may adversely affect, the business, assets, business
      prospects, condition (financial or otherwise) or results of the operations
      of the Company; and all information relating to such Selling Shareholder
      furnished in writing by such Selling

	 	 	 
	 		
      Shareholder (the “Selling Shareholder
      Information”) in connection with the Offering is true, correct and
      complete and does not contain any untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make such information not misleading;

	 	 	 
	 	(c) 	
      Rights to Acquire Secondary Shares. There are no
      outstanding rights, warrants or options to acquire any of the Secondary
      Shares to be sold by such Selling Shareholder;

	 	 	 
	 	(d) 	
      Approvals, Permits, Authorizations. The execution
      and delivery of this Agreement by such Selling Shareholder and the
      performance by such Selling Shareholder of the transactions contemplated
      herein do not and will not require the filing with, or consent, license,
      order, approval, authorization, registration or qualification of or decree
      of any court or any governmental authority or agency, stock exchange
      (including, for greater certainty, the TSX and the NYSE) or other
      third-party (domestic or foreign), except (i) such as have been obtained,
      and (ii) such as may be required (and shall be obtained as provided in
      this Agreement) under any Securities Laws;

	 	 	 
	 	(e) 	
      Fees and Commissions. Other than as contemplated
      by this Agreement, there is no person, firm or corporation which has been
      engaged by such Selling Shareholder to act for such Selling Shareholder
      and which is entitled to any brokerage or finder’s fee in connection with
      this Agreement or any of the transactions contemplated hereunder, and in
      the event any such person, firm or corporation establishes a claim for any
      fee from the Underwriters, such Selling Shareholder covenants to indemnify
      and hold harmless the Underwriters with respect thereto and with respect
      to all costs reasonably incurred in the defense thereof;

	 	 	 
	 	(f) 	
      Ownership Interests. Such Selling Shareholder has
      (i) good and marketable title to the Secondary Shares to be sold by such
      Selling Shareholder hereunder, free and clear of any security interest,
      mortgage, pledge, lien, charge, claim or encumbrance of any kind, other
      than pursuant to this Agreement and (ii) full legal right and power, and
      all authorization and approvals required by law, to sell, transfer and
      deliver such Secondary Shares to the Underwriters hereunder and to make
      the representations, warranties and agreements made by such Selling
      Shareholder herein. Upon the delivery of such Secondary Shares and payment
      of the purchase price therefor as herein contemplated, each of the
      Underwriters will receive good and marketable title to the Secondary
      Shares purchased by it from such Selling Shareholder, free and clear of
      any security interest, mortgage, pledge, lien, charge, claim, equity or
      encumbrance of any kind; and







- 29 - 

	 	(g) 	
      Taxes. At the Closing Date, all stock transfer or
      other taxes, if any (other than income taxes), which are required to be
      paid by the Selling Shareholder in connection with the sale and transfer
      of the Secondary Shares to be sold by such Selling Shareholder to the
      several Underwriters hereunder will have been fully paid or provided for
      by such Selling Shareholder and all laws imposing such taxes will have
      been fully complied with by such Selling
Shareholder.



Any certificate signed by or on behalf
of such Selling Shareholder and delivered to the Underwriters or to counsel for
the Underwriters shall be deemed to be a representation and warranty by such
Selling Shareholder to each Underwriter as to the matters covered thereby. 

	6. 	
      Representations, Warranties and Covenants of the
      Underwriters



The Underwriters hereby represent, warrant and covenant to the
Company, and acknowledge that the Company is relying upon such representations
and warranties, that: 

	 	(a) 	
      Compliance with Securities Laws. In respect of the
      offer and sale of the Units, the Underwriters will comply with all
      Securities Laws and will obtain from each Purchaser a completed and
      executed Subscription Agreement (including all certifications, forms and
      other documentation contemplated thereby or as may be required by
      Securities Laws) in a form acceptable to the Company and the Underwriters
      relating to the Offering;

	 	 	 
	 	(b) 	
      No Registration Requirement. The Underwriters have
      not and will not solicit offers to purchase or sell the Units so as to
      require the filing of a prospectus, registration statement or offering
      memorandum with respect thereto or the provision of a contractual right of
      action (as defined in Ontario Securities Commission Rule 14-501 – Local
      Definitions) or the registration of any of the Company’s securities
      under the laws of any jurisdiction including without limitation the United
      States;

	 	 	 
	 	(c) 	
      No Offer or Sale in the United States or to U.S.
      Persons. The Underwriters will not solicit offers to purchase or sell
      the Units in the United States, for the account or benefit of a U.S.
      Person or a person in the United States, except in accordance with
      Schedule “C” annexed hereto;

	 	 	 
	 	(d) 	
      Status and Authority. The Underwriters are valid
      and subsisting corporations under the laws of the jurisdictions in which
      they were incorporated, continued or amalgamated and has good and
      sufficient right and authority to enter into this Agreement and complete
      the transactions under this Agreement on the terms and conditions set
      forth herein;

	 	 	 
	 	(e) 	
      Accredited Investor. Each of the Underwriters is
      an “accredited investor” as such term is defined under NI 45-106 by virtue
      of being registered under the applicable Securities Laws of a jurisdiction
      of Canada as an advisor or dealer (other than an exempt market
    dealer);

	 	 	 
	 	(f) 	
      Underwriters not U.S. Persons or in the United
      States. The Underwriters acknowledge and agree that the Compensation
      Options and the underlying Compensation Shares have not been and will not
      be registered under the U.S. Securities Act or the securities laws of any
      state of the United States. Accordingly, each of the Underwriters (i) is
      not a U.S. Person, (ii) did not receive the offer to acquire the
      Compensation Options in the United States, (iii) did not execute this
      Agreement and did not and will not receive any such Compensation Options
      in the United States, and (iv) is not acquiring the Compensation Options
      for the account or benefit of a U.S. Person or a person in the United
      States. Each Underwriter acknowledges and agrees that the Compensation
Options may not be exercised by or for the account or benefit of a U.S. Person
or a person in the United States, unless such exercise is exempt from the
registration requirements under the U.S. Securities Act and the applicable
securities laws of any state of the United States. Each Underwriter agrees that
it will not engage in any Directed Selling Efforts (as defined in Schedule “C”)
with respect to any Compensation Options and will not offer or sell any
Compensation Options or Compensation Shares in the United States unless in
compliance with an exemption from the registration requirements of the U.S.
Securities Act and any applicable state securities laws; and 







- 30 - 


	 	(g) 	
      Acquiring as Principal. Each of the Underwriters
      will be acquiring the Compensation Options as principal for its own
      account and not for the benefit of any other person.

	 	 	 
	 	(h) 	
      Resale Restrictions. The Underwriters acknowledge
      that the Offered Shares, Warrants, Warrant Shares, the Compensation
      Options and the Compensation Shares will be

	 	 	 
	 		
      “restricted securities” within the meaning of Rule 144
      under the U.S. Securities Act and will be subject to a “hold period”
      pursuant to Rule 144 under the U.S. Securities Act and a distribution
      compliance period under Regulation S during which such securities may not
      be offered, sold, pledged or otherwise transferred except pursuant to
      registration under the U.S. Securities Act and in accordance with all
      applicable state securities laws, pursuant to the requirements of
      Regulation S, or pursuant to an exemption from such registration
      requirements. The Underwriters acknowledges that removal of the U.S.
      restrictive legend pursuant to resales under Rule 904 of Regulation S is
      not permitted pursuant to Rule 905 of Regulation S.

	 	 	 
		(i) 	
      Distribution Period. The Underwriters agree that
      they will send to each “distributor” (as defined in Regulation S), dealer
      (as defined in Section 2(a)(12) of the U.S. Securities Act), or other
      person who is receiving a selling concession, fee or other remuneration in
      respect of the Offered Shares, Warrants, Warrant Shares to which it sells
      Offered Shares, Warrants, Warrant Shares during the six months after the
      later of the commencement of the Offering and the date of closing of the
      Offering (the “Distribution Compliance Period”), a confirmation or other
      notice setting forth that during the Distribution Compliance Period offers
      and sales of the Offered Shares, Warrants, Warrant Shares, within the
      United States or to, or for the account or benefit of, U.S. Persons may
      not be made, except in compliance with Regulation S under the U.S.
      Securities Act, pursuant to registration of the Offered Shares, Warrants,
      Warrant Shares under the U.S. Securities Act or pursuant to an available
      exemption from the registration requirements of the U.S. Securities
      Act.




	7. 	
      Closing Deliveries



The purchase and sale of the Units
shall be completed at the Closing Time at the offices of the Company’s counsel,
Macdonald Tuskey or at such other place as the Underwriters, the Company and the
Selling Shareholders may agree upon in writing. Provided however, that at or
prior to the Closing Time, the Company and the Selling Shareholders shall duly
and validly deliver to the Underwriters in Toronto, Ontario the Offered Shares
and Warrants, by way of delivery of certificates in definitive form as directed
by the Underwriters, against payment to the Company and the Selling Shareholders
of the aggregate Offering Price therefor, in lawful money of Canada payable at
par in the City of Toronto. The Underwriters may discharge their payment
obligations under this Section 7 by wire transfer or certified cheque of the
gross proceeds from the sale of the Units less the Underwriting Commission and Underwriters’
reasonable expenses in accordance with Section 16 and Section 10 hereof. 




- 31 - 


In order to facilitate an efficient and
timely closing at the Closing Time, the Underwriters may choose to initiate a
wire transfer of funds to the Company and the Selling Shareholders prior to the
Closing Time. If the Underwriters do so, the Company and the Selling
Shareholders agree that such transfer of funds to the Company and the Selling
Shareholders prior to the Closing Time does not constitute a waiver by the
Underwriters of any of the conditions set out in Section 8. Further, the Company
and the Selling Shareholders agree that any such funds received from the
Underwriters prior to the Closing Time will be held in trust by the Company and
the Selling Shareholders solely for the benefit of the Underwriters until the
Closing Time and if the closing does not occur at the scheduled Closing Time,
such funds will be immediately returned by wire transfer to the Underwriters
without interest. Upon satisfaction of the conditions of such closing and the
delivery to the Underwriters of the items set out in this Section 7, the funds
held in trust for the Underwriters shall be deemed to be delivered by the
Underwriters to the Company and the Selling Shareholders in satisfaction of the
obligation of the Underwriters under this Section 7 and upon such delivery the
trust constituted by this Section 7 shall be terminated without further
formality. 

	8. 	
      Closing Conditions



Each Purchaser’s obligation to purchase
the Units at the Closing Time shall be conditional upon the fulfilment at or
before the Closing Time of the following conditions: 

	 	(a) 	
      the Underwriters shall have received a certificate, dated
      as of the Closing Date, signed by the Chief Executive Officer and Chief
      Financial Officer of the Company, or such other officers of the Company as
      the Underwriters may agree, certifying for and on behalf of the Company,
      to the best of their knowledge, information and belief,
  that:




	 	(i) 	
      no order, ruling or determination having the effect of
      suspending the sale or ceasing the trading in any securities of the
      Company (including the common shares) has been issued by any regulatory
      authority and is continuing in effect and no proceedings for that purpose
      have been instituted or, to the knowledge of such officers, pending,
      contemplated or threatened by any regulatory authority;

	 	 	 
	 	(ii) 	
      the Company has duly complied with all the terms,
      covenants and conditions of this Agreement on its part to be complied with
      up to the Closing Time; and

	 	 	 
	 	(iii) 	
      the representations, warranties and covenants of the
      Company contained in this Agreement are true and correct as of the Closing
      Time with the same force and effect as if made at and as of the Closing
      Time after giving effect to the transactions contemplated by this
      Agreement;




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







- 32 - 

	 	(c) 	
      the Selling Shareholders shall deliver to the
      Underwriters and the Company, at the Closing Time, the certificates dated
      the Closing Date addressed to the Underwriters and the Company and signed
      by the Selling Shareholders certifying that:




	 	(i) 	
      the Selling Shareholders have complied in all respects
      with all the covenants and satisfied all the terms and conditions of this
      Agreement on their part to be complied with and satisfied at or prior to
      the Closing Time; and

	 	 	 
	 	(ii) 	
      the representations and warranties of the Selling
      Shareholder contained herein are true and correct as at the Closing
      Time.




	 	(d) 	
      the Underwriters shall have received at the Closing Time,
      evidence that all requisite approvals, consents and acceptances of the
      appropriate regulatory authorities and the TSX and NYSE required to be
      made or obtained by the Company in order to complete the Offering
      (including the listing and posting for trading on the TSX and the NYSE of
      the Offered Shares, Warrants and Underlying Shares, as applicable),
      subject only to satisfaction by the Company of customary post-closing
      conditions imposed by the TSX in similar circumstances, and approval of
      the NYSE, as applicable;

	 	 	 
	 	(e) 	
      this Agreement, the Subscription Agreements, the Warrant
      Indenture, the Share Certificates, the Warrant Certificates and the
      Compensation Option Certificates shall have been executed and delivered by
      the parties thereto in form and substance satisfactory to the Underwriters
      and its counsel, acting reasonably;

	 	 	 
	 	(f) 	
      the Underwriters shall have received favourable legal
      opinions addressed to the Underwriters, in form and substance satisfactory
      to the Underwriters’ counsel acting reasonably, dated the Closing Date,
      from Macdonald Tuskey, counsel for the Company and where appropriate,
      counsel in the other Selling Jurisdictions, which counsel in turn may
      rely, as to matters of fact, on certificates of auditors, public officials
      and officers of the Company, with respect to the following
  matters:




	 	(i) 	
      as to the Company being a corporation existing under the
      laws of the Province of British Columbia;

	 	 	 
	 	(ii) 	
      as to the Company having all requisite corporate power
      and capacity under the laws of the Province of British Columbia and the
      federal laws of Canada to carry on its business as presently carried on
      and to own and lease its properties and assets;

	 	 	 
	 	(iii) 	
      as to the authorized and issued capital of the
      Company;

	 	 	 
	 	(iv) 	
      as to the corporate power and authority of the Company to
      carry out its obligations under this Agreement, the Subscription
      Agreements, the Warrant Indenture and the Compensation Option Certificates
      and to issue the Offered Shares, the Warrants, the Compensation Options
      and the Underlying Shares;

	 	 	 
	 	(v) 	
      none of the execution and delivery of this Agreement, the
      Subscription Agreements, the Warrant Indenture, the Share Certificates,
      the Warrant Certificates or the Compensation Option Certificates, the
      performance by the Company of its obligations hereunder and thereunder, or
      the sale or issuance of the Offered Shares, the Warrants, the Compensation
      Options, and the Underlying Shares will conflict with any Applicable Law
      or result in any breach of the constating documents, articles or resolutions of the directors
and shareholders of the Company; 







- 33 - 


	 	(vi) 	
      each of this Agreement, the Subscription Agreements, the
      Warrant Indenture, the Share Certificates, the Warrant Certificates and
      the Compensation Option Certificates has been duly authorized and executed
      and delivered by the Company, and constitutes a valid and legally binding
      obligation of the Company enforceable against it in accordance with its
      terms, subject to customary qualifications, including that enforcement
      thereof may be limited by bankruptcy, insolvency, liquidation,
      reorganization, moratorium or similar laws affecting the rights of
      creditors generally and except as limited by the application of equitable
      principles when equitable remedies are sought, and the qualification that
      the enforceability of rights of indemnity and contribution may be limited
      by Applicable Laws;

	 	 	 
	 	(vii) 	
      the Treasury Shares have been duly authorized, allotted
      and issued as fully paid and non-assessable common shares;

	 	 	 
	 	(viii) 	
      the form and terms of the definitive certificates,
      representing the Treasury Shares

	 	 	 
	 		
      (the “Share Certificates”), the Warrants (the
      “Warrant Certificates”) and the Compensation Options have been
      approved by the directors of the Company and comply in all material
      respects with all Applicable Laws;

	 	 	 
	 	(ix) 	
      the Warrants have been duly and validly created and
      issued and the Warrant Shares have been reserved and authorized and
      allotted for issuance to the holders of the Warrants and, upon the due
      exercise of the Warrants in accordance with the provisions of the Warrant
      Indenture, the Warrant Shares will be validly issued as fully paid and
      non-assessable common shares;

	 	 	 
	 	(x) 	
      the Compensation Options have been duly and validly
      issued and created and the Compensation Shares have been reserved and
      authorized and allotted for issuance to the Underwriters and, upon the due
      exercise of the Compensation Options in accordance with the provisions of
      the Compensation Option Certificates, the Compensation Shares will be
      validly issued as fully paid and non-assessable common shares;

	 	 	 
	 	(xi) 	
      the issuance and sale by the Company of the Treasury
      Shares and Warrants to the Purchasers and the issuance of the Compensation
      Options to the Underwriters are exempt from the prospectus and
      registration requirements of applicable Securities Laws and no documents
      are required to be filed (other than specified forms accompanied by
      requisite filing fees), proceedings taken or approvals, permits, consents
      or authorizations obtained under the applicable Securities Laws to permit
      such issuance and sale; it being noted, however, that the Company is
      required to file or cause to be filed with the applicable Securities
      Regulators, reports on Form 45-106F1 and Form 45-106F6, as applicable,
      prepared and executed pursuant to NI 45-106, together with the prescribed
      filing fee, within 10 days following the Closing Date, and is required to
      file a Form D in respect of any offers and sales made in the United States
      in the manner contemplated by Schedule “C”;







- 34 - 

	 	(xii) 	
      the issuance of the Underlying Shares will be exempt from
      the prospectus and registration requirements of applicable Securities Laws
      and no documents are required to be filed (other than specified forms
      accompanied by requisite filing fees), proceedings taken or approvals,
      permits, consents or authorizations obtained under the applicable
      Securities Laws to permit such issuance and delivery;

	 	 	 
	 	(xiii) 	
      the first trade of the Treasury Shares, the Warrants and
      the Warrant Shares by the Purchasers or of the Compensation Shares by the
      Underwriters, as the case may be, in the Selling Jurisdictions will be a
      distribution subject to the prospectus requirements under the Securities
      Laws, unless:




	 	(A) 	
      the Company is and has been a reporting issuer in a
      jurisdiction of Canada for the four months immediately preceding the
      trade;

	 	 	 
	 	(B) 	
      at the time of such trade, at least four months have
      elapsed from the “distribution date” (as defined under NI 45-102) of the
      Offered Shares, Warrants or the Compensation Options as the case may
      be;

	 	 	 
	 	(C) 	
      the certificates representing the Treasury Shares, the
      Warrants and the Compensation Options, and to the extent that the Warrant
      Shares and/or the Compensation Shares are not issued at least four months
      and one day after the distribution date of the Treasury Shares, the
      Warrants and the Compensation Options, the certificates representing the
      Warrant Shares and the Compensation Shares, were issued with a legend
      stating the prescribed restricted period in accordance with Section 2.5 of
      NI 45-102;

	 	 	 
	 	(D) 	
      such trade is not a “control distribution” (as defined in
      NI 45-102);

	 	 	 
	 	(E) 	
      no unusual effort is made to prepare the market or to
      create a demand for the securities that are the subject of such
    trade;

	 	 	 
	 	(F) 	
      no extraordinary commission or consideration is paid to a
      person or company in respect of such trade; and

	 	 	 
	 	(G) 	
      if the selling securityholder is an insider or officer of
      the Company, the selling securityholder has no reasonable grounds to
      believe that the Company is in default of “securities legislation” (as
      defined in National Instrument 14-101 -
  Definitions);




	 	(xiv) 	
      the Company is a “reporting issuer”, or its equivalent,
      in each of the provinces and territories of Canada and it is not listed as
      in default of any requirement of the Securities Laws in any of the Selling
      Jurisdictions which maintain such a list;

	 	 	 
	 	(xv) 	
      the TSX has conditionally accepted the Offering
      (including the listing and posting for trading on the TSX of the Treasury
      Shares, Warrants and Underlying Shares), and the NYSE has approved the
      issuance of securities to be issued pursuant to the Offering, including
      the Underlying Shares, the Offered Shares and the listing of the Secondary
      Shares and the Warrants;

	 	 	 
	 	(xvi) 	
      the Offered Shares, the Warrants and the Warrant Shares
      will be qualified investments at that time for a trust governed by a
      registered retirement savings plan, a registered retirement income fund, a registered
education savings plan, a registered disability savings plan, a deferred profit
sharing plan or a tax-free savings account;







- 35 - 


	 	(xvii) 	
      CST Trust Company has been duly appointed as the Transfer
      Agent for the common shares;

	 	 	 
	 	(xviii) 	
      CST Trust Company has been duly appointed as the Warrant
      Agent for the Warrants; and

	 	 	 
	 	(xix) 	
      such other matters as the Underwriters’ legal counsel may
      reasonably request prior to the Closing Time;




		(g) 	
      the Underwriters shall receive at the Closing Time a
      legal opinion addressed to the Underwriters and their counsel dated and
      delivered the Closing Date from the Selling Shareholders’ legal counsel in
      the United States and the Selling Shareholders’ legal counsel in Canada,
      in form and substance satisfactory to the Underwriters and their counsel,
      acting reasonably, with respect to the following matters, subject to such
      reasonable assumptions and qualifications customary with respect to
      transactions of this nature as may be accepted by Underwriters’
      counsel:




	 	(i) 	
      the Selling Shareholders have the power and authority:
      (i) to execute and deliver this Agreement and to perform their obligations
      under this Agreement; and (ii) to sell the Secondary Shares;

	 	 	 
	 	(ii) 	
      the Selling Shareholders have duly authorized, executed
      and delivered, this Agreement and authorized the performance of their
      obligations under this Agreement, including the offering, sale and
      delivery of the Secondary Shares and this Agreement constitutes a legal,
      valid and binding obligation of the Selling Shareholders enforceable
      against the Selling Shareholders in accordance with its terms, subject to
      customary qualifications; and

	 	 	 
	 	(iii) 	
      the execution and delivery of this Agreement and the
      fulfillment of the terms hereof, the offering and sale of the Secondary
      Shares and the consummation of the transactions contemplated by this
      Agreement, do not violate any U.S. Federal statute, law, rule or
      regulation to which the Selling Shareholder is subject;

	 	 	 
	 	(iv) 	
      the issuance and sale by the Selling Shareholders of the
      Secondary Shares to the Purchasers are exempt from the prospectus and
      registration requirements of applicable Securities Laws and no documents
      are required to be filed (other than specified forms accompanied by
      requisite filing fees), proceedings taken or approvals, permits, consents
      or authorizations obtained under the applicable Securities Laws to permit
      such issuance and sale; it being noted, however, that the Company is
      required to file or cause to be filed with the applicable Securities
      Regulators, reports on Form 45-106F1 and Form 45-106F6, as applicable,
      prepared and executed pursuant to NI 45-106, together with the prescribed
      filing fee, within 10 days following the Closing Date;

	 	 	 
	 	(v) 	
      the first trade of the Secondary Shares by the Purchasers
      in the Selling Jurisdictions will be a distribution subject to the
      prospectus requirements under the Securities Laws,
  unless:







- 36 - 

	 	(A) 	
      the Company is and has been a reporting issuer in a
      jurisdiction of Canada for the four months immediately preceding the
      trade;

	 	 	 
	 	(B) 	
      at the time of such trade, at least four months have
      elapsed from the “distribution date” (as defined under NI 45-102) of the
      Secondary Shares;

	 	 	 
	 	(C) 	
      the certificates representing the Secondary Shares are
      not issued at least four months and one day after the distribution date of
      the Secondary Shares;

	 	 	 
	 	(D) 	
      such trade is not a “control distribution” (as defined in
      NI 45-102);

	 	 	 
	 	(E) 	
      no unusual effort is made to prepare the market or to
      create a demand for the securities that are the subject of such
    trade;

	 	 	 
	 	(F) 	
      no extraordinary commission or consideration is paid to a
      person or company in respect of such trade; and

	 	 	 
	 	(G) 	
      if the selling securityholder is an insider or officer of
      the Company, the selling securityholder has no reasonable grounds to
      believe that the Company is in default of “securities legislation” (as
      defined in National Instrument 14-101 -
  Definitions);




	 	(h) 	
      the Underwriters shall have received favourable legal
      opinions addressed to the Underwriters, in form and substance satisfactory
      to the Underwriters’ counsel acting reasonably, dated the Closing Date,
      from local legal counsel of the Company in respect of each Material
      Subsidiary, which counsel in turn may rely, as to matters of fact, on
      certificates of auditors, public officials and officers of the Company,
      with respect to the following matters:




	 	(i) 	
      the Subsidiary has been duly incorporated and is validly
      subsisting under the laws of its jurisdiction of incorporation;

	 	 	 
	 	(ii) 	
      the authorized capital of the Subsidiary;

	 	 	 
	 	(iii) 	
      as to the holder of all of the issued and outstanding
      shares of the Subsidiary; and

	 	 	 
	 	(iv) 	
      the Subsidiary has all requisite corporate power under
      the laws of its jurisdiction of incorporation to carry on its
    business;




	 	(i) 	
      if any Units are sold in the United States or otherwise
      to a person in the United States or a U.S. Person, the Company and the
      Selling Shareholders shall cause a favourable legal opinion to be
      delivered by Dorsey & Whitney LLP, in its capacity as U.S. counsel to
      the Company and the Selling Shareholders, to the Underwriters, such
      opinion to be subject to such qualifications and assumptions as the
      Underwriters may agree and in form and substance satisfactory to the
      Underwriters and their U.S. legal counsel, acting reasonably, addressed to
      the Underwriters to the effect that the offer and sale of the Treasury
      Units, the Additional Treasury Shares, the Treasury Unit Shares and the
      Warrants by the Company and the Secondary Shares by the Selling
      Shareholders in the United States or to or for the account or benefit of
      persons in the United States or U.S. Persons pursuant
to and in accordance with this Agreement are exempt from the
registration requirements of the U.S. Securities Act; 







- 37 - 


	 	(j) 	
      the Selling Shareholders shall cause a favourable legal
      opinion to be delivered by Clark Wilson LLP, in its capacity as counsel to
      the Selling Shareholders, to the Underwriters, such opinion to be subject
      to such qualifications and assumptions as the Underwriters may agree and
      in form and substance satisfactory to the Underwriters and their legal
      counsel, acting reasonably, addressed to the Underwriters to the effect
      that the offer and sale of the Secondary Shares;

	 	 	 
	 	(k) 	
      the Underwriters shall have received from the Company a
      certificate of the Transfer Agent, which certifies the number of common
      shares issued and outstanding on the date prior to the Closing
  Date;

	 	 	 
	 	(l) 	
      the Underwriters shall have received certificates of
      status or similar certificates with respect to the jurisdiction in which
      the Company and the Material Subsidiaries are incorporated;

	 	 	 
	 	(m) 	
      the representations and warranties of the Company
      contained in this Agreement will be true and correct in all respects at
      and as of the Closing Time and all agreements, covenants and conditions
      required by this Agreement to be performed, complied with or satisfied by
      the Company will have been performed, complied with or satisfied prior to
      that time;

	 	 	 
	 	(n) 	
      all consents, approvals, permits, authorizations or
      filings as may be required under Securities Laws necessary for the
      execution and delivery of this Agreement, the Warrant Indenture and the
      Subscription Agreements, the issuance and sale of the Treasury Units and
      the sale of the Secondary Shares the consummation of the transactions
      contemplated hereby and thereby have been made or obtained, as
      applicable;

	 	 	 
	 	(o) 	
      the Underwriters shall, in their sole discretion, be
      satisfied with their due diligence review with respect to the business,
      assets, financial condition, affairs and prospects of the Company;
    and

	 	 	 
	 	(p) 	
      the Underwriters will have received such other
      certificates, opinions, agreements or closing documents in form and
      substance reasonably satisfactory to the Underwriters as the Underwriters
      may reasonably request at least 24 hours prior to the Closing
  Time.




	9. 	
      Rights of Termination



The Underwriters may terminate their
obligations on or before Closing in the following circumstances, if at any time
prior to the Closing: 

	 	(a) 	
      Change in Material Fact. There shall be any
      material change or change in a material fact, or there should be
      discovered any previously undisclosed material fact, in each case which,
      in the reasonable opinion of the Underwriters, has or would be expected to
      have a significant adverse effect on the market price or value of the
      Units, or any other securities of the Company;

	 	 	 
	 	(b) 	
      Litigation. Any order, inquiry, action, suit,
      proceeding or investigation (whether formal or informal) (including
      matters of regulatory transgression or unlawful conduct), is commenced,
      announced, threatened or made by any federal, provincial, state,
      municipal or other governmental department, commission, board, bureau,
underwriting or instrumentality including, without limitation, the TSX, the NYSE
or any securities regulatory authority against the Company, its Subsidiaries, or
any one of the officers or directors of the Company or any of its principal
shareholders or any order is made by any federal, provincial, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality including without limitation the TSX, the NYSE or securities
commission which involves a finding of wrong-doing; which, in the reasonable
opinion of the Underwriters prevents or restricts trading in or the distribution
of the common shares or adversely affects or might reasonably be expected to
adversely affect the market price or value of the Units of the Company or any
other securities of the Company; 







- 38 - 


	 	(c)	
      Disaster Out. There should develop, occur or come
      into effect or existence any event, action, state, condition (including
      without limitation, terrorism or accident) or major financial occurrence
      of national or international consequence or a new or change in any law or
      regulation which in the opinion of the Underwriters seriously adversely
      affects or involves or may seriously adversely affect or involve the
      financial markets or the business, operations or affairs of the Company
      and its Subsidiaries taken as a whole or the market price or value of the
      Units, or any other securities of the Company; and

	 	 	 
	 	(d) 	
      Exercise of Termination Rights. The Underwriters
      shall be entitled to terminate and cancel their obligations to the Company
      hereunder by written notice to that effect given to the Company prior to
      the Closing. It is understood that the Underwriters may waive, in whole or
      in part, or extend the time for compliance with, any of such terms and
      conditions without prejudice to the rights of the Underwriters in respect
      of any such terms and conditions or any other or subsequent breach or
      non-compliance, provided that to be binding on the Underwriters any such
      waiver or extension must be in writing and signed by the Underwriters. The
      rights of termination contained in subparagraphs 9(a), (b) and (c) may be
      exercised by the Underwriters and are in addition to any other rights or
      remedies the Underwriters may have in respect of any default, act or
      failure to act or non- compliance by the Company in respect of any of the
      matters contemplated by this Agreement or otherwise. In the event of any
      such termination by the Underwriters, there shall be no further liability
      on the part of the Underwriters to the Company or the Selling Shareholders
      or on the part of the Company or the Selling Shareholders to the
      Underwriters except in respect of any liability which may have arisen or
      may arise after such termination in respect of acts or omissions prior to
      such termination under Sections 10 and 12 of this
  Agreement.




	10. 	
      Expenses



Whether or not the sale of the Units
shall be completed, the Company and the Selling Shareholders will pay all
reasonable expenses and fees in connection with the Offering, including, all
reasonable expenses of or incidental to the issue, sale or distribution of the
Units and the Compensation Options; the reasonable fees and expenses of the
Company’s counsel; all reasonable costs incurred in connection with the
preparation of documents relating to the Offering; and all reasonable expenses
and fees incurred by the Underwriters, which shall include the reasonable fees
and disbursements of the Underwriters’ Canadian and U.S. counsel. All reasonable
fees and expenses incurred by the Underwriters or on their behalf including the
fees of the Underwriters’ counsel (subject to the limitations set out in the
immediately preceding sentence) shall be payable by the Company at Closing out
of the gross proceeds of the Offering. 




- 39 - 

	11. 	
      Survival of Representations and
  Warranties



All terms, warranties, representations,
covenants and agreements herein contained or contained in any documents
submitted pursuant to this Agreement and in connection with the transactions
herein contemplated shall survive the purchase and sale of the Units for a
period of 3 years after the Closing Date and continue in full force and effect
for the benefit of the Underwriters and Purchasers and shall not be limited or
prejudiced by any investigation made by or on behalf of the Underwriters in
connection with the purchase and sale of the Units. Without limitation of the
foregoing, the provisions contained in this Agreement in any way related to the
indemnification or the contribution obligations shall survive and continue in
full force and effect, indefinitely, subject only to the limitation requirements
of Applicable Law. 

	12. 	
      Indemnity



The Company and the Selling
Shareholders and their respective affiliates (collectively, the
“Indemnitor”) hereby severally, and not jointly, and not jointly and
severally agree to indemnify and hold the Underwriters and any of their
respective affiliates and the directors, officers, employees and shareholders of
the Underwriters (hereinafter referred to as the “Personnel”) harmless
from and against any and all expenses, losses (other than loss of profits),
claims, actions, damages or liabilities, whether joint or several (including the
aggregate amount paid in reasonable settlement of any actions, suits,
proceedings or claims), and the reasonable fees and expenses of their counsel
that may be incurred in advising with respect to and/or defending any claim that
may be made against the Underwriters, to which the Underwriters and/or their
Personnel may become subject or otherwise involved in any capacity under any
statute or common law or otherwise insofar as such expenses, losses, claims,
damages, liabilities or actions arise out of or are based, directly or
indirectly, upon the performance of professional services rendered to the
Indemnitor by the Underwriters and their Personnel hereunder or otherwise in
connection with the matters referred to in the Agreement to which this is
attached, provided, however, that this indemnity shall not apply to the extent
that a court of competent jurisdiction shall determine that: 

	 	(i) 	
      the Underwriters or their Personnel have been negligent
      or have committed any fraudulent act or wilful misconduct in the course of
      such performance, or have breached applicable laws; and

	 	 	 
	 	(ii) 	
      the expenses, losses, claims, damages or liabilities, as
      to which indemnification is claimed, were caused by the gross negligence,
      fraud, wilful misconduct or breach referred to in
(i).



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




- 40 - 

The Indemnitor agrees that in case any
legal proceeding shall be brought against the Indemnitor and/or the Underwriters
by any governmental commission or regulatory authority or any stock exchange or
other entity having regulatory authority, either domestic or foreign, shall
investigate the Indemnitor and/or the Underwriters and any Personnel of the
Underwriters shall be required to testify in connection therewith or shall be
required to respond to procedures designed to discover information regarding, in
connection with, or by reason of the performance of professional services
rendered to the Indemnitor by the Underwriters, the Underwriters shall have the
right to employ their own counsel in connection therewith, if: (i) the
employment of such counsel has been authorized by the Indemnitor; or (ii) the
Indemnitor has not assumed the defence and employed counsel therefore within a
reasonable time after receiving notice of such action, suit, proceeding, claim
or investigation; or (iii) counsel retained by the Indemnitor and the
Underwriters or Personnel have both advised (or in the event of a dispute
between such counsel, a court of competent jurisdiction has determined) that
representation of both parties by the same counsel would be inappropriate
because there may be legal defences available to the Underwriters or Personnel
which are different from or in addition to those available to the Indemnitor (in
which event and to that extent, the Indemnitor shall not have the right to
assume or direct the defence on the Underwriters’ or Personnel’s behalf) or that
there is a conflict of interest between the Indemnitor and the Underwriters or
Personnel (in which events the Indemnitor shall not have the right to assume or
direct the defence on the Underwriters’ or Personnel’s behalf), and the
reasonable fees and expenses of such counsel as well as the reasonable costs
(including an amount to reimburse the Underwriters for time spent by its
Personnel in connection therewith) and out-of-pocket expenses incurred by its
Personnel in connection therewith shall be paid by the Indemnitor as they occur
unless caused pursuant to 12(i) or 12(ii) above. 

Promptly after receipt of notice of the
commencement of any legal proceeding against the Underwriters or any of its
Personnel or after receipt of notice of the commencement of any investigation,
which is based, directly or indirectly, upon any matter in respect of which
indemnification may be sought from the Indemnitor, the Underwriters will notify
the Indemnitor in writing of the commencement thereof and, throughout the course
thereof, will provide copies of all relevant documentation to the Indemnitor,
will keep the Indemnitor advised of the progress thereof and will discuss with
the Indemnitor all significant actions proposed. 

The indemnity and contribution
obligations of the Indemnitor shall be in addition to any liability which the
Indemnitor may otherwise have, shall extend upon the same terms and conditions
to the Personnel of the Underwriters and shall be binding upon and ensure to the
benefit of any successors, assigns, heirs and personal representatives of the
Indemnitor, the Underwriters and any of the Personnel of the Underwriters. The
foregoing provisions shall survive the completion of professional services
rendered under this Agreement or any termination of the authorization given by
this Agreement. 

	13. 	
      Contribution



In the event that the indemnity
provided for in Section 12 is declared by a court of competent jurisdiction to
be illegal or unenforceable as being contrary to public policy or for any other
reason, the Underwriters, the Company and the Selling Shareholders shall
contribute to the aggregate of all losses, claims, costs, damages, expenses or
liabilities of the nature provided for above such that the Underwriters shall be
responsible for that portion represented by the percentage that the portion of
the Commission payable by the Company and the Selling Shareholders to the
Underwriters bears to the gross proceeds realized by the Company and the Selling
Shareholders from the Offering and the Company and the Selling Shareholders
shall be responsible for the balance; provided that, in no event, shall the
Underwriters be responsible for any amount in excess of the portion of the Commission actually
received by the Underwriters. In the event that the Company and the Selling
Shareholders may be held to be entitled to contribution from the Underwriters
under the provisions of any statute or law, the Company and the Selling
Shareholders shall be limited to contribution from the Underwriters in an amount
not exceeding the lesser of: (a) the portion of the full amount of losses,
claims, costs, damages, expenses or liabilities giving rise to such contribution
for which the Underwriters is responsible; and (b) the amount of the Commission
actually received by the Underwriters. Notwithstanding the foregoing, a person
guilty of negligence, bad faith, fraud, fraudulent misrepresentation or wilful
misconduct shall not be entitled to contribution from any other party. Any party
entitled to contribution will, promptly after receiving notice of commencement
of any claim, action, suit or proceeding against such party in respect of which
a claim for contribution may be made against another party or parties under this
Section, notify such party from whom contribution may be sought, but the
omission to so notify such party shall not relieve the party from whom
contribution may be sought from any obligation it may have otherwise under this
Section 13, except to the extent that the party from whom contribution may be
sought is prejudiced by such omission. The right to contribution provided herein
shall be in addition and not in derogation of any other right to contribution
which the Underwriters may have by statute or otherwise by law. 




- 41 - 


	14. 	
      Press Releases



Subject to Applicable Laws (including
the time limits imposed thereunder), the Company and the Selling Shareholders
shall obtain prior approval of the Underwriters as to the content and form of
any press release relating to the Offering. 

	15. 	
      Advertisements



The Company and the Selling
Shareholders acknowledge that the Underwriters shall have the right, at its own
expense, to place such advertisement or advertisements relating to the sale of
the Units contemplated herein as the Underwriters may consider desirable or
appropriate and as may be permitted by Applicable Laws. The Company, the Selling
Shareholders and the Underwriters each agree not to make or publish any
advertisement in any media whatsoever relating to, or otherwise publicise, the
transaction provided for herein so as to result in any exemption from the
prospectus and registration requirements of Securities Laws in any of the
Selling Jurisdictions or the securities laws of any other jurisdiction in which
the Units shall be offered or sold being unavailable in respect of the sale of
the Units to prospective purchasers. 

	16. 	
      Underwriters’
  Commission



In consideration of the services to be
rendered by the Underwriters in connection with the Offering, the Company will
pay the Underwriters, or the U.S. Affiliates, as applicable, a cash commission
(the “Company Commission”) equal to 5.25% of the gross proceeds of the
Offering multiplied by the number of Treasury Unit Shares and Additional
Treasury Shares, divided by the total number of Treasury Unit Shares and
Additional Shares in the Offering and the Selling Shareholders will pay the
Underwriters a cash commission (the “Secondary Commission” and together
with the Company Commission, the “Commission”) equal to 3.25% of the
gross proceeds of the Offering multiplied by the number of Secondary Shares
divided by the total number of Treasury Unit Shares and Additional Shares issued
in the Offering, including the gross proceeds arising from the exercise, where
any such exercise takes place in whole or in part, of the Underwriters’ Option. For further
clarity, 5.25% cash commission applies to the Treasury Units and Additional
Treasury Shares issued, and 3.25% cash commission applies to the Secondary
Shares issued in the Offering. The obligation of the Company and the Selling
Shareholders to pay the Commission shall arise at Closing and the Commission shall
be fully earned by the Underwriters at the Closing Time. 




- 42 - 


As additional compensation for the
services to be rendered by the Underwriters hereunder, the Company will issue to
the Underwriters (or any Selling Firms(s) engaged by the Underwriters)
non-transferrable compensation options (the “Compensation Options”), with
each Compensation Option being exercisable to purchase that number of Common
Shares (the “Compensation Shares”) as is equal to 5.00% of the aggregate
number of Units issued pursuant to the Offering at the Purchase Price at any
time before 5:00 p.m. (Toronto time) on the date that is 24 months following the
Closing Date. At the Closing Time, the Company shall execute and deliver to the
Underwriters the Compensation Option Certificates in a form to be agreed upon by
the Underwriters and the Company, each acting reasonably. 

	17. 	
      Right of First Refusal.



During the term of this Agreement and
for a period of 18 months subsequent to the Closing Date, the Company hereby
agrees to offer to MRCC a right of first refusal to provide investment banking
services (the “Services”) (i) as lead manager, lead underwriter, lead
agent and/or sole bookrunner to the Company, any of its subsidiaries and any
successor entity to the Company’s business or assets by reorganization, with a
minimum 25% syndicate position, in connection with any additional capital
raising in Canada, whether by issuance of common shares, securities exchangeable
or convertible into common shares, or debt instruments of the Company, or
otherwise; or (ii) as advisor and/or sponsor of a formal valuation or fairness
opinion or sponsorship required by virtue of Canadian securities legislation
and/or regulation. It is understood that the terms and conditions, including the
need for dealers or syndication, and related fees payable in connection with
those services will be agreed by the parties, acting reasonably and in good
faith, and be consistent with then-prevailing market practices. The rights of
MRCC hereof must be exercised by the Underwriter within five days of receipt of
written notification from the Company that such services are required, which
notice shall set out, in reasonably sufficient detail, the services required and
the proposed terms of such services. If MRCC elects not to exercise such rights
and does not accept the terms and conditions contained in the Company’s offer,
the Company may engage any other financial institution as manager, underwriter,
agent and/or bookrunner (as the case may be, depending on the nature of the
transaction) in connection with such transaction, provided that the terms and
conditions of any such engagement shall be no more favourable to such other
financial institution than the terms and conditions offered by the Company to
MRCC. Any more favourable terms and conditions of such services must first be
offered to the Underwriter before being offered to a third party. It is
understood that the terms and conditions of this Section 17, shall replace and supersede any other written or verbal
right of first refusal granted by the Company to MRCC in connection with and
relating to the Services. This Section 17 does not supersede any prior
agreements with regards to Rights of First Refusal between the Company and PI
Financial. 

	18. 	
      Obligations of the
Underwriters



The Underwriters’ obligation to
purchase the Units at the Closing Time shall be several and not joint and shall
be limited to the Underwriters’ respective obligations in this respect, and
shall be as to the following percentages of the aggregate amount of Units to be
purchased at that time: 


	Mackie Research Capital Corporation
	65% 
	PI Financial Corp. 	35%








- 43 - 

	19. 	
      Notices



Unless otherwise expressly provided in
this Agreement, any notice or other communication to be given under this
Agreement (a “notice”) shall be in writing addressed as follows: 

If to the Company, to it at: 

Nobilis Health Corp. 
4120 Southwest
Freeway, Suite 150 
Houston, Texas 
77027 USA 



	 	Attention: 	Chris Lloyd, Chief Executive Officer 
	 	Fax: 	(713) 355-8615 



with a copy to (which shall not
constitute notice hereunder): 

Macdonald Tuskey 
570 Granville
Street, Suite 400 
Vancouver, British Columbia 
V6C 3P1 



	 	Attention: 	Bill Macdonald 
	 	Fax: 	(604) 681-4760 



If to the Selling Shareholders, to:


Donald L. Kramer 
3330 Chevy
Chase Drive
Houston, Texas 
77019 


And

Harry Fleming
4120 Southwest
Freeway, Suite 150 
Houston, Texas 77027 


If to the Underwriters, to: 

Mackie Research Capital Corporation

199 Bay St #4500
Toronto, Ontario
M5L 1G2 



	 	Attention: 	Ezra Chang 
	 	Fax: 	(416) 860-7674 



with a copy to (which shall not
constitute notice hereunder): 

Cassels Brock & Blackwell LLP

2100 Scotia Plaza 

40 King Street West 
Toronto,
Ontario M5H 3C2 
 





- 44 - 

 


	 	Attention: 	Sean Maniaci 
	 	Fax: 	(416) 642-7158 



or to such other address as any of the
parties may designate by notice given to the others. 

Each notice shall be personally
delivered to the addressee or sent by facsimile transmission to the addressee
and (i) a notice which is personally delivered shall, if delivered on a Business
Day, be deemed to be given and received on that day and, in any other case, be
deemed to be given and received on the first Business Day following the day on
which it is delivered; and (ii) a notice which is sent by facsimile transmission
shall be deemed to be given and received on the first Business Day following the
day on which it is sent. 

	20. 	
      Relationship Among the Company, the Selling
      Shareholders and the Underwriters



In connection with the services
described herein, the Underwriters shall act as independent contractors, and any
duties of the Underwriters arising out of this Agreement shall be owed solely to
the Company and the Selling Shareholders. The Company and the Selling
Shareholders acknowledge that each Underwriter is a securities firm engaged in
securities trading and brokerage activities, as well as providing investment
banking and financial advisory services, which may involve services provided to
other companies engaged in businesses similar or competitive to the business of
the Company. The Company and the Selling Shareholders acknowledge and agree that
in connection with all aspects of the engagement contemplated hereby, and any
communications in connection therewith, the Company and the Selling
Shareholders, on the one hand, and the Underwriters and any of its respective
affiliates through which the Underwriters may be acting, on the other hand, will
have a business relationship that does not create, by implication or otherwise,
any fiduciary duty on the part of the Underwriters or such affiliates, and each
party hereto agrees that no such duty will be deemed to have arisen in
connection with any such transactions or communications. Information which is
held elsewhere within the Underwriters, but of which none of the individuals in
the investment banking department or division of the Underwriters involved in
providing the services contemplated by this Agreement actually has knowledge (or
without breach of internal procedures can properly obtain) will not for any
purpose be taken into account in determining any of the responsibilities of the
Underwriters to the Company and the Selling Shareholders under this Agreement.


The Company and the Selling
Shareholders agree that they are responsible for making their own independent
judgments with respect to the transactions contemplated by this Agreement and
that any opinions or views expressed by the Underwriters regarding such
transactions, including, but not limited to, any opinions or views with respect
to the price or market for the Company’s securities, do not constitute advice or
recommendations to the Company or the Selling Shareholders. 

	21. 	
      Use of Advice



The Company and the Selling
Shareholders acknowledge and agree that all written and oral opinions, advice,
analysis and materials provided by the Underwriters in connection with its
engagement hereunder are intended solely for the Company’s and the Selling
Shareholders’ benefit and their internal use only in considering the Offering
and the Company and the Selling Shareholders agree that no such opinion, advice,
analysis or material will be used for any other purpose whatsoever or
reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the
Underwriters’ prior written consent in each specific instance. 




- 45 - 


Any advice or opinions given by the
Underwriters in connection with its engagement hereunder will be made subject
to, and will be based upon, such assumptions, limitations, qualifications, and
reservations as the Underwriters, in their sole judgment, deems necessary or
prudent in the circumstances. The Underwriters expressly disclaims any liability
or responsibility by reason of any unauthorized use, publication, distribution
of or reference to any oral or written opinions or advice or materials provided
by the Underwriters or any unauthorized reference to the Underwriters or its
engagement hereunder. 

	22. 	
      Time of the Essence



Time shall, in all respects, be of the
essence hereof. 

	23. 	
      Entire Agreement



This Agreement constitutes the only
agreement between the parties with respect to the subject matter hereof and
shall supersede any and all prior negotiations and understandings. This
Agreement may be amended or modified in any respect by written instrument only.
All Schedules attached to this Agreement are deemed to be part hereof and are
hereby incorporated by reference. 

	24. 	
      Severability



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

	25. 	
      Governing Law



This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable therein. 

	26. 	
      Successors and Assigns



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

	27. 	
      Further Assurances



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

	28. 	
      Language



The parties hereby acknowledge that
they have expressly required this Agreement and all notices, statements of
account and other documents required or permitted to be given or entered into
pursuant hereto to be drawn up in the English language only. Les parties
reconnaissent avoir expressément demandé que la présente
Convention ainsi que tout avis, tout état de compte et tout autre document à
être ou pouvant être donné ou conclu en vertu des dispositions des présentes,
soient rédigés en langue anglaise seulement.




- 46 - 


	29. 	
      Effective Date



This Agreement is intended to and shall
take effect as of the date first set forth above, notwithstanding its actual
date of execution or delivery. 

	30. 	
      Counterparts and Facsimile



This Agreement may be executed in any
number of counterparts and by facsimile or electronically in portable document
format, each of which so executed shall constitute an original and all of which
taken together shall form one and the same agreement. 

[Signature page follows.] 

 




- 47 - 

If the Company is in agreement with the foregoing terms and
conditions, please so indicate by executing a copy of this letter where
indicated below and delivering the same to the Underwriters. 

Yours very truly, 

MACKIE RESEARCH CAPITAL CORPORATION


	Per: 	/s/
      Ezra Chang 
	  	Authorized Signatory 



PI FINANCIAL CORP. 


	Per: 	/s/
      Blake Corbet 
	  	Authorized Signatory








- 48 - 

The foregoing is hereby accepted on the terms and conditions
therein set forth. 

DATED as of May13, 2015 

NOBILIS HEALTH CORP. 


	Per: 	/s/
      Chris Lloyd 
	  	Authorized Signatory 



DONALD L. KRAMER 

	By: 	/s/ Donald L. Kramer 	 	/s/
      signed 
	  	Donald L. Kramer 	 	Witness 


HEALTHCARE VENTURES, LTD. 

By its General Partner, 
Healthcare Ventures Management
Corp., a Texas corporation 



	By: 	 /s/ Donald L. Kramer 
	  	Name: Donald L. Kramer 
	  	President and Director




HARRY FLEMING 

	By: 	/s/
      Harry Fleming 	 	/s/
      signed 
	  	Harry Fleming 	 	Witness 






- 49 - 

SCHEDULE A 
MATERIAL SUBSIDIARIES 


Northstar Healthcare Holdings, Inc. 
Northstar Healthcare
Acquisitions, LLC 
Northstar Healthcare Subco, LLC 
Northstar Healthcare
Limited Partner, LLC 
Northstar Healthcare General Partner, LLC 
Medical
Ambulatory Surgical Suites, L.P. 
First Nobilis, LLC 
Athas Health, LLC

NHC ASC - Dallas, LLC 
Northstar Healthcare Surgery Center - Houston, LLC

Northstar Healthcare Surgery Center - Scottsdale LLC 





SCHEDULE B 
SUBSIDIARIES 


Northstar Healthcare Holdings, Inc. 
Northstar Healtchare
Acquisitions, LLC 
Northstar Healthcare Subco, LLC 
Northstar Healthcare
Management Company, LLC 
Northstar Healthcare Limited Partner, LLC

Northstar Healthcare General Partner, LLC 
The Palladium for Surgery -
Dallas, Ltd. 
The Palladium for Surgery - Houston, Ltd. 
Medical
Ambulatory Surgical Suites, L.P. 
Microsurgery Institute LLC 
Houston
Microsurgery Institute, LLC 
First Nobilis, LLC 
First Nobilis Hospital,
LLC 
First Nobilis Surgical Center, LLC 
Athas Health, LLC 
Athas
Administrative, LLC 
Athas Holdings, LLC 
NHC ASC - Dallas, LLC

Northstar Healthcare Surgery Center - Houston, LLC 
Northstar Healthcare
Surgery Center - Scottsdale LLC 
Northstar Healthcare Dallas Management, LLC

Northstar Healthcare Northwest Houston Management, LLC 
KIRPA Holdings,
LLC 
GRIP Medical Diagnostics, LLC 
Spring Northwest Operating, LLC

Spring Northwest Management, LLC 
Spring Creek Urgent Care, LLC

Spring Creek Imaging, LLC 
Willowbrook Imaging, LLC 
Elite Orthopedic
& Spine Surgery Center, LLC 
Elite Hospital Management, LLC 
Elite
Sinus, Spine & Ortho, LLC 
Nobilis Health Holdings Corp. 





SCHEDULE C 
TERMS FOR OFFERING TO U.S. PURCHASERS


As used in this Schedule, the following terms shall have the
meanings indicated: 

	Directed Selling Efforts 	means “directed selling efforts” as that term
      is defined in Rule 902(c) of Regulation S. Without limiting the foregoing,
      but for greater clarity in this Schedule, it means, subject to the
      exclusions from the definition of directed selling efforts contained in
      Regulation S, any activity undertaken for the purpose of, or that could
      reasonably be expected to have the effect of, conditioning the market in
      the United States for any of the Units, and includes the placement of any
      advertisement in a publication with a general circulation in the United
      States that refers to the offering of any of the Units; 
	  	  
	Disqualification Event 	means any of the “Bad Actor” disqualifications
      described in clauses (d)(1)(i) to (viii) of Rule 506 of Regulation D;
  
	  	  
	General Solicitation or General
      Advertising 	means “general solicitation or general
      advertising”, as used under Rule 502(c) of Regulation D, including any
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio, television
      or the Internet, or any seminar or meeting whose attendees had been
      invited by general solicitation or general advertising; 
	  	  
	Institutional Accredited Investor 	means an institution that is an “accredited
      investor” that satisfies one or more of the criteria set forth in Rule
      501(a)(1), (2), (3) or (7) of Regulation D; 
	  	  
	Offshore Transaction 	means “offshore transaction” as that term is
      defined in Rule 902(h) of Regulations S; and 
	  	  
	Securities 	means, collectively, the Units, Treasury Units,
      Additional Shares, Treasury Unit Shares, Warrants and Warrant Shares.
  


Representations, Warranties and Covenants of the
Underwriters 

Each Underwriter acknowledges that the Securities have not been
registered under the U.S. Securities Act or any applicable securities laws of
the states of the United States, and may not be offered or sold to or for the
account or benefit of any U.S. Person or any person within the United States
unless registered under the U.S. Securities Act or pursuant to an exemption from
the registration requirements of the U.S. Securities Act. Accordingly, each
Underwriter severally represents, warrants and covenants to the Company that:


	1. 	
      It has offered and sold, and will offer and sell the
      Units only in Offshore Transactions in accordance with Rule 903 of
      Regulation S or as provided in paragraphs 2 through 12
  below.







- 2 - 

Accordingly, neither the Underwriter, its affiliates nor any
persons acting on its behalf, has made or will make: (a) (except as permitted in
paragraphs 2 through 12 below) any offer to sell or any solicitation of an offer
to buy, any of the Units in the United States or to or from a U.S. Person or a
person acting for the account or benefit of a person within the United States or
a U.S. Person, (b) (except as permitted in paragraphs 2 through 12 below) any
sale of Units to any purchaser unless, at the time the buy order was or will
have been originated, the purchaser was outside the United States, or the
Underwriter, its affiliates or persons acting on their behalf reasonably
believed that such purchaser was outside the United States, or (c) any Directed
Selling Efforts. 

	2. 	
      It will not offer or sell Units in the United States
      except that it may offer Units to purchasers who are Institutional
      Accredited Investors with which the Underwriter or its U.S. Affiliate has
      a pre- existing relationship and who will purchase the Units directly from
      the Company in compliance with Rule 506(b) of Regulation D, in each case
      in the manner contemplated in this Schedule “C”.

	 	 
	3. 	
      It has not entered and will not enter into any
      contractual arrangement with respect to the distribution of the Units,
      except with its affiliates, any selling group members or with the prior
      written consent of the Company. It shall require each selling group member
      to agree in writing, for the benefit of the Company, to comply with, and
      shall use its commercially reasonable efforts to ensure that each selling
      group member complies with, the same provisions of this Schedule “C” as
      apply to the Underwriter as if such provisions applied to such selling
      group member.

	 	 
	4. 	
      All of the Underwriter’s offers of Units to, or for the
      account or benefit of, persons in the United

	 	 
		
      States and U.S. Persons have been and will be made
      through its U.S. Affiliate pursuant to Rule 506(b) of Regulation
  D.

	 	 
	5. 	
      It and its affiliates have not, either directly or
      through a person acting on its or their behalf, solicited and will not
      solicit offers for, and have not offered to sell and will not offer to
      sell, Units in the United States by any form of General Solicitation or
      General Advertising.

	 	 
	6. 	
      Any offer, sale or solicitation of an offer to buy Units
      that has been made or will be made to, or for the account or benefit of,
      persons in the United States or U.S. Persons by the Underwriter through
      its U.S. Affiliate, was or will be made only to Institutional Accredited
      Investors in transactions that are exempt from registration under the U.S.
      Securities Act and any applicable state securities laws and in accordance
      with any applicable U.S. federal or state laws or regulations governing
      the registration or conduct of securities brokers or dealers.

	 	 
	7. 	
      Immediately prior to soliciting such offerees, the
      Underwriter, its affiliates, and any person acting on its or their behalf
      had reasonable grounds to believe and did believe that each offeree was an
      Institutional Accredited Investor, and at the time of completion of each
      sale to, or for the account or benefit of, persons in the United States or
      U.S. Persons, the Underwriter, its affiliates, and any person acting on
      its or their behalf (including its U.S. Affiliate) will have reasonable
      grounds to believe and will believe, that each such offeree purchasing
      Units is an Institutional Accredited Investor.

	 	 
	8. 	
      The Underwriter represents that neither it, its U.S.
      Affiliate, nor any of their respective directors, executive officers,
      other officers participating in the Offering of Units pursuant to Rule
      506(b) of Regulation D, their respective general partners or managing
      members, or any such general partner’s or managing member’s directors,
      executive officers or other officers participating in such Offering (each,
      a “Dealer Covered Person” and, together, “Dealer Covered
      Persons”), is subject to any Disqualification Event except for a
      Disqualification Event, if any, (a) contemplated by Rule 506(d)(2) of
      Regulation D, and (b) a description of which has been furnished in
      writing to the Company prior to the date hereof. In the case of any
Disqualification Event occurring after the date hereof, the Underwriter
covenants to furnish a description thereof in writing to the Company prior to
the Closing Date. 







- 3 - 

	9. 	
      It represents that it is not aware of any person (other
      than any Dealer Covered Person) that has been or will be paid (directly or
      indirectly) remuneration for solicitation of purchasers in connection with
      the Offering of Units pursuant to Rule 506(b) of Regulation D. It will
      notify the Company, prior to the Closing Date of any agreement entered
      into between it and such person in connection with such sale.

	 	 
	10. 	
      It will notify the Company in writing, prior to the
      Closing Date of (a) any Disqualification Event relating to any Dealer
      Covered Person not previously disclosed to the Company hereunder, and (b)
      any event that would, with the passage of time, become a Disqualification
      Event relating to any Dealer Covered Person.

	 	 
	11. 	
      At least one business day prior to the time of delivery,
      the Company, and its transfer agent will be provided with a list of all
      purchasers of Units in the United States.

	 	 
	12. 	
      Neither the Underwriter, its affiliates nor any person
      acting on its behalf (including its U.S. Affiliate) has taken or will
      take, directly or indirectly, any action in violation of Regulation M
      under the U.S. Exchange Act.

	 	 
	13. 	
      The Underwriters agree that at the Closing Time, each of
      them, together with their respective U.S. Affiliates, if applicable, will
      (i) provide a certificate, substantially in the form of Annex I to this
      Schedule “C”, relating to the manner of the offer of the Units in the
      United States or to or for the account or benefit of a U.S. Person or a
      person in the United States or (ii) be deemed to represent that such
      Underwriter and its U.S. Affiliates did not conduct any offers or sales of
      Units in the United States or to or for the account or benefit of a U.S.
      Person or a person in the United States.



Representations, Warranties and Covenants of the
Company

The Company represents, warrants, covenants and agrees that:


	14. 	
      Except with respect to sales in accordance with this
      Schedule “C” to Institutional Accredited Investors in reliance upon the
      exemption from registration available under Rule 506(b) of Regulation D,
      neither the Company nor any of its affiliates, nor any person acting on
      its or their behalf (other than the Underwriters, its U.S. Affiliate,
      their respective affiliates or any person acting on their behalf, in
      respect of which no representation is made), has made or will make: (a)
      any offer to sell, or any solicitation of an offer to buy, any Units to,
      or for the account or benefit of, a person in the United States or a U.S.
      Person; or (b) any sale of Units unless, at the time the buy order was or
      will have been originated, the purchaser is (i) outside the United States
      or (ii) the Company, its affiliates, and any person acting on their behalf
      reasonably believe that the purchaser is outside the United
  States.

	 	 
	15. 	
      During the period in which the Units are offered for
      sale, neither it nor any of its affiliates, nor any person acting on its
      or their behalf (other than the Underwriters, their U.S. Affiliates, and
      their respective affiliates or any person acting on their behalf, in
      respect of which no representation is made) has engaged in or will engage
      in any Directed Selling Efforts, or has taken or will take any action in
      violation of Regulation M under the U.S. Exchange Act or that would cause
      the exemptions afforded by Rule 506(b) of Regulation D to be unavailable
      for offers and sales of Units in the United States in accordance with this
Schedule “C”, or the exclusion from registration afforded by Rule 903 of
Regulation S to be unavailable for offers and sales of the Units outside the
United States in accordance with the Underwriting Agreement. 







- 4 - 

	16. 	
      None of the Company, any of its affiliates or any person
      acting on its or their behalf (other than the Underwriters, their U.S.
      Affiliates, their respective affiliates or any person acting on their
      behalf, in respect of which no representation is made) has offered or will
      offer to sell, or has solicited or will solicit offers to buy, the Units
      in the United States or to, or for the account or benefit of, U.S. Persons
      by means of any form of General Solicitation or General Advertising or in
      any manner involving a public offering within the meaning of Section
      4(a)(2) of the U.S. Securities Act.

	 	 
	17. 	
      With respect to any Units to be offered and sold
      hereunder pursuant to Rule 506(b) of Regulation D, none of the Company,
      any of its predecessors, any affiliated issuer, any director, executive
      officer, other officer of the Company participating in the Offering, any
      beneficial owner of 20% or more of the Company’s outstanding voting equity
      securities, calculated on the basis of voting power, nor any promoter (as
      that term is defined in Rule 405 under the U.S. Securities Act) connected
      with the Company in any capacity at the time of sale (each, a “Company
      Covered Person” and, together, “Company Covered Persons”) is
      subject to any Disqualification Event, except for a Disqualification Event
      covered by subparagraph (d)(2) or (d)(3) of Rule 506 of Regulation D. The
      Company has exercised reasonable care to determine whether any Company
      Covered Person is subject to a Disqualification Event. The Company has
      complied, to the extent applicable, with its disclosure obligations under
      Rule 506(e) of Regulation D, and has furnished to the Underwriters a copy
      of any disclosures provided thereunder.

	 	 
	18. 	
      The Company is not aware of any person (other than any
      Dealer Covered Person (as defined above)) that has been or will be paid
      (directly or indirectly) remuneration for solicitation of purchasers in
      connection with the sale of any Units.

	 	 
	19. 	
      The Company will notify the Underwriters in writing,
      prior to the Closing Date of (a) any Disqualification Event relating to
      any Company Covered Person and (b) any event that would, with the passage
      of time, become a Disqualification Event relating to any Company Covered
      Person.

	 	 
	20. 	
      Since the date that is six months prior to start of the
      offering of the Units: (i) it has not sold, offered for sale or solicited
      any offer to buy, and it will not sell, offer for sale or solicit any
      offer to buy, any of its securities in the United States or to, or for the
      account or benefit of, U.S. Persons in a manner that would be integrated
      with the offer and sale of the Units and would cause the exemption from
      registration set forth in Rule 506(b) of Regulation D to become
      unavailable with respect to the offer and sale of the Units; and (ii)
      neither it nor any person acting on its behalf has engaged or will engage
      in any general solicitation or general advertising (within the meaning of
      Rule 502(c) of Regulation D) in connection with any offer or sale of its
      securities in reliance upon Rule 506(c) of Regulation D or otherwise in a
      manner that would be integrated with the offer and sale of the Units and
      would cause the exemption from registration set forth in Rule 506(b) of
      Regulation D to become unavailable with respect to the offer and sale of
      the Units.

	 	 
	21. 	
      The Company shall duly prepare and file with the SEC a
      Form D within 15 days after the first sale of Units in reliance on Rule
      506(b) of Regulation D, and will file such notices and other documents as
      are required to be filed under the state securities or “blue sky” laws of
      the states in which Units are sold to satisfy the requirements of
      applicable exemptions from registration or qualification of the Units
      under such laws.







ANNEX I TO SCHEDULE “C” 

UNDERWRITER’S CERTIFICATE 

In connection with the private placement in the United States
of units (the “Units”) of Nobilis Health Corp. (the “Company”)
pursuant to the underwriting agreement dated May [Ï], 2015 between the Company,
Mackie Research Capital Corporation and PI Financial Corp. (the “Underwriting
Agreement”), the undersigned do hereby certify as follows: 

	 	(i) 	
      [U.S. broker-dealer affiliate] is duly registered:
      (i) as a broker or dealer with the SEC; (ii) under the securities laws of
      each state in which offers and sales of Units were made (unless exempted
      from the respective state’s broker-dealer registration requirements); and
      (iii) with the Financial Industry Regulatory Authority, Inc.
      (“FINRA”) and is a member of, and in good standing with FINRA on
      the date hereof;

	 	 	 
	 	(ii) 	
      immediately prior to offering Units to offerees in the
      United States or for the account or benefit of a person in the United
      States or a U.S. Person, we had reasonable grounds to believe and did
      believe that each such offeree was an Accredited Investor under the U.S.
      Securities Act and, on the date hereof, we continue to believe that each
      such offeree purchasing Units through us is an Accredited
  Investor;

	 	 	 
	 	(iii) 	
      no form of General Solicitation or General Advertising
      was used by us, including advertisements, articles, notices or other
      communications published in any newspaper, magazine or similar media or on
      the internet or broadcast over radio or television, or any seminar or
      meeting whose attendees had been invited by General Solicitation or
      General Advertising, in connection with the offer or sale of the Units in
      the United States or for the account or benefit of a person in the United
      States or a U.S. Person;

	 	 	 
	 	(iv) 	
      we did not make any Directed Selling Efforts in the
      United States with respect to the Offered Shares, Warrants and Warrant
      Shares;

	 	 	 
	 	(v) 	
      all offers and sales of Units in the United States or for
      the account or benefit of a person in the United States or a U.S. Person
      have been effected in accordance with all applicable U.S. state and
      federal laws governing the registration and conduct of brokers and
      dealers;

	 	 	 
	 	(vi) 	
      other than each purchaser’s Subscription Agreement, no
      written material was used in connection with the offer or sale of the
      Units in the United States or for the account or benefit of a person in
      the United States or a U.S. Person;

	 	 	 
	 	(vii) 	
      the offering of the Units in the United States or for the
      account or benefit of a person in the United States or a U.S. Person has
      been conducted by us in accordance with the Underwriting Agreement
      including Schedule “C” thereto; and

	 	 	 
	 	(viii) 	
      prior to any sale of Units in the United States or for
      the account or benefit of a person in the United States or a U.S. Person,
      we caused each United States purchaser to execute a Subscription Agreement
      (including a U.S. Accredited Investor Certificate) in the form agreed
      between the Company and the Underwriters.







- 2 - 

Terms used in this certificate have the meanings given to them
in the Underwriting Agreement, including Schedule “C” thereto, unless defined
herein. 

DATED this ______ day of May, 2015. 

	[UNDERWRITER] 	[U.S. BROKER-DEALER AFFILIATE]
  



	By: 	 	 	By: 	 
	 	 	 	 	 
	                   	Authorized Signing Officer 	 	                   	Authorized Signing Officer