Nobilis Health Corp. : Exhibit 10.8 - Filed by newsfilecorp.com






AGENCY AGREEMENT 

December 16, 2013 

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

Attention: Harry Fleming, CFO 

Dear Sir: 

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

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

1.             DEFINITIONS 

1.1            In this Agreement: 

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

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

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

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

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







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

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

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

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

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

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

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

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

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

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

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

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

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

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

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







- 3- 

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

	 	 	 	 
	 		(i) 	
      the Agent’s Commission;

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

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

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




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

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

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

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

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

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

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

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

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

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

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

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







- 4- 

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

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



2.              APPOINTMENT OF AGENT 

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

3.              WARRANTS 

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

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

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

4.              AGENT’S COMPENSATION 

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





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

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

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

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

5.              OFFERING RESTRICTIONS 

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

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

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

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



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




- 6- 

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

6.              SUBSCRIPTIONS 

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

7.              FILINGS WITH THE REGULATORY AUTHORITIES


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

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

8.              CLOSING 

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

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

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

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




- 7- 

	9.              CONDITIONS OF CLOSING
	 
	9.1            The obligations of the Agent on Closing will be
      conditional upon the following:



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

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

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

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

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

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

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



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

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

	 	 	 	 
	 		(i) 	
      the issuance of the Securities; and

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







- 8- 

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



10.              MATERIAL CHANGES 

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

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

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

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

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




	11.              ISSUER OBLIGATIONS
	 
	11.1            The Issuer further agrees to:



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

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

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

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

	 	 	 
	 	(e) 	
      use the Proceeds for general working
  capital.







- 9- 

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

12.              TERMINATION 

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

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

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

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

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

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

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

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

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

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







- 10- 

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

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

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

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

	13.              WARRANTIES, REPRESENTATIONS AND
    COVENANTS
	 
	13.1            The Issuer warrants and represents to and covenants
      with the Agent that:



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

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

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

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

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








- 11- 

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

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

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

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

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

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

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

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





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

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







- 12- 

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

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

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

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

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

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

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

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

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








- 13- 

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

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

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

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

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

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

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








- 14- 

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

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

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

	 	 	 
	 	(z) 	
      the Issuer and the Material Subsidiaries have filed all
      federal, provincial, state, local and foreign tax returns which are
      required to be filed, or has requested extensions thereof, and has paid
      all taxes required to be paid by it and any other assessment, fine or
      penalty levied against it, to the extent that any of the foregoing is due
      and payable;

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

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








- 15- 

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

	 	 	 
	 	(dd) 	
      to the best of the Issuer’s knowledge, after due inquiry,
      the Issuer and the Material Subsidiaries: (i) are in material compliance
      with any and all applicable foreign, federal, provincial, state and local
      laws and regulations relating to the protection of human health and
      safety, the environment or hazardous or toxic substances or wastes,
      pollutants or contaminants (“Environmental Laws”); (ii) have
      received all material permits, licenses or other approvals required of any
      of them under applicable Environmental Laws to conduct their business as
      presently conducted; and (iii) are in material compliance with all terms
      and conditions of any such permit, license or approval;

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

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

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

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



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

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

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

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

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

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







- 16- 

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



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

14.              EXPENSES OF AGENT 

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

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

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

15.              GARNISHING ORDERS 

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

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

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




- 17- 

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

16.              INDEMNITY 

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

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

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



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

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

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




- 18- 

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

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




- 19- 

 

16.6            The indemnity and contribution obligations of the
Indemnitor shall be in addition to any liability, which the Indemnitor may
otherwise have, shall extend upon the same terms and conditions to the
Indemnified Parties and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Indemnitor, the
Agent, and any of the Indemnified Party. The foregoing provisions shall survive
the completion of professional services rendered under this Agreement. 

17.              RIGHT OF FIRST REFUSAL

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

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

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

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

18.              ADDITIONAL ISSUANCES

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




- 20- 

19.              ASSIGNMENT AND SELLING GROUP PARTICIPATION


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

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

20.              CONFIDENTIALITY 

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

	 	(a) 	
      under this Agreement; and

	 	 	 
	 	(b) 	
      under applicable law or regulatory
  policy.



21.              PUBLIC DISCLOSURE 

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

Prominently at the top of each press release relating to the
distribution of the Units: 

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




- 21- 

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

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

22.              SEVERABILITY 

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

23.              NOTICE 

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

If to the Issuer: 

	 	Northstare Healthcare Inc. 
	 	Suite 150 - 4120 Southwest Freeway 
	 	Houston, Texas 77027 
	 	U.S.A. 	  
	 	  	  
	 	Attention: 	Corporate Secretary 
	 	Fax: 	713-355-8615 
	 	Email: 	info@northstar-healthcare.com 
	 	  	  
	 	with a copy to the Issuer’s legal counsel: 
	 	  	  
	 	Macdonald Tuskey 
	 	Suite 400, 570 Granvile Street 
	 	Vancouver, B.C. 
	 	V6C 3P1 	  
	 	  	  
	 	Attention: 	William MacDonald 
	 	Email: 	wmacdonald@wlmlaw.ca 






- 22- 

If to the Agent: 

	 	PI Financial Corp. 
	 	Suite 1900 - 666 Burrard Street 
	 	Vancouver, B.C. 
	 	V6C 3N1 	  
	 	  	  
	 	Attention: 	Blake Corbet 
	 	Email: 	bcorbet@pifnancialcorp.com 
	 	  	  
	 	with a copy to the Agent’s legal counsel: 
	 	  	  
	 	McCullough O’Connor Irwin LLP 
	 	Suite 2600 – 1066 West Hastings Street 
	 	Vancouver, B.C. 
	 	V6E 3X1 	  
	 	  	  
	 	Attention: 	Dave Gunasekera 
	 	Fax: 	604-687-7099 
	 	Email: 	dgunasekera@moisolicitors.com



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

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

24.              GENERAL 

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

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

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

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




- 23- 

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

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

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

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

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

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- 24- 

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

Yours truly, 

PI FINANCIAL CORP. 

Per: 

__________________________
Authorized Signatory 

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

NORTHSTAR HEALTHCARE INC. 

Per: 

__________________________
Authorized Signatory