AGREEMENT AND TERMS

OUR LIFE OFFERING SUBSCRIPTION AGREEMENT AND TERMS

1. Introduction and Agreement

1.1 Welcome to our LIFE Offering subscription agreement and terms.

You are here because you are subscribing for our securities under our LIFE Offering using our LIFE Fulfilment Tool.

1.2 By subscribing for our securities using our LIFE Fulfilment Tool you agree with us to be legally bound by our LIFE Offering subscription agreement and terms.

2. Eligibility and Subscription Matters

2.1 Our LIFE Offering is being made pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of the Applicable Securities Laws. If you are in Canada, any of our securities acquired by you using our LIFE Fulfilment Tool will be acquired pursuant to the listed issuer financing exemption under Section 5A of NI 45-106. You acknowledge and agree that we will and can rely on your representations, warranties, acknowledgments and agreements provided by you.

2.2 Our LIFE Offering is not, and under no circumstances is to be construed as, a public offering of any of our securities. Our LIFE Offering is not being made, and does not constitute, an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation.

2.3 By clicking the Pay button of our LIFE Fulfilment Tool you are agreeing to and executing our LIFE Offering subscription agreement and terms.

2.4 Your subscription for our securities is irrevocable.

2.5 Your subscription will only be effective upon acceptance by us. Subscriptions will only be accepted if we are satisfied that, and will be subject to a condition for our benefit that, our LIFE Offering can lawfully be made in the jurisdiction of your residence pursuant to an available Exemption and that all other Applicable Securities Laws have been and will be complied with in connection with the proposed distribution. We may, in our absolute discretion, accept or reject your subscription in whole or in part.

2.6 If your subscription is rejected by us, the subscription price you paid will be promptly returned to you without any interest or deduction. If your subscription is rejected, you agree that the return of the subscription price is your sole remedy and you waive and irrevocably release any right to assert any claim for lost profits, loss of business opportunity, consequential damages, punitive or exemplary damages, or other monetary damages other than the return of the subscription price.

2.7 Other than our Form 45-106 Listed Issued Financing Document, no offering memorandum or other disclosure document has been prepared or will be delivered to you in connection with our LIFE Offering, and you expressly acknowledge and confirm that you have not received, and have no need for, an offering memorandum or other disclosure document in connection with our LIFE Offering. If you have been provided any information (directly or indirectly) or became aware of any information (regarding us or our business) that contains future oriented financial information, forward-looking statements, projections, forecasts or estimates regarding us or our business, you are cautioned to not place any reliance on such information or statements however so obtained and you acknowledge that actual results may vary materially and negatively compared to any future oriented financial information, forward-looking statements, projections, forecasts or estimates in any way related to our ongoing or future prospects or our business, and such information cannot be relied on with any accuracy or certainty.

3. Subscription Conditions and Procedure

3.1 The completion of your subscription is subject to the following conditions:

(a) payment to us of the subscription price of our securities being subscribed for by you and the receipt by us from you of any other documents required by Applicable Securities Laws which we request;

(b) our accepting your subscription and obtaining all required regulatory approvals, including approval from any Exchange upon which we are listed, to permit the completion of your subscription for our securities;

(d) the performance by you of your covenants under our LIFE Offering subscription agreement and terms.

3.2 Our LIFE Offering may be completed at one or more closings at such time or times, on such date or dates, and at such place or places, as we may determine.

4. Reporting and Consent

4.1 You expressly consent and agree to:

(a) our collecting personal information regarding you for the purpose of completing your subscription for our securities; and

(b) our releasing personal information regarding your and your subscription, including your name, residential address, telephone number, email address and registration and delivery instructions, the number of securities purchased, the number of our securities your hold, your status as an insider or registrant, as a member of an Exchange, employee, partner, officer or director of a member of an Exchange, or otherwise, and, if applicable, information regarding your beneficial principal ownership, to securities regulatory authorities in compliance with Applicable Securities Laws, to other authorities as required by law and to our registrar and transfer agent for the purpose of arranging for the preparation of the certificates representing our securities.

The purpose of the collection of the information is to ensure we will be able to issue our securities to you in accordance with your instructions and in compliance with applicable Canadian corporate and securities laws (including for the purposes described in the rules, policies or regulations of our Exchange), and to obtain the information required to be provided in documents required to be filed with securities regulatory authorities under Applicable Securities Laws and with other authorities as required by law. You expressly consent and agree to the collection, use and disclosure of all such personal information by securities regulatory authorities and other authorities in accordance with their requirements, including the provision of all such personal information to third party service providers from time to time.

Contact information for an officer of ours who can answer questions about the collection of information by us can be found on our general website or on SEDAR+.

4.2 You expressly acknowledge and agree that:

(a) We may be required to provide applicable securities regulators, or otherwise under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act of Canada, a list setting forth the identities of the purchasers of securities and any personal information provided by you, and you hereby represent and warrant that to the best of your knowledge, none of the funds representing the subscription proceeds to be provided by you (i) have been or will be derived from or related to any activity that is deemed criminal under the law of Canada, the United States, or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to you; you hereby further covenants that you shall promptly notify us if you discover that any of such representations ceases to be true, and shall provide us with appropriate information in connection therewith; and

(b) you shall complete, sign and return such additional documentation as may be required from time to time under Applicable Securities Laws or any other applicable laws.

4.3 You authorize the indirect collection of Personal Information by the securities regulatory authority or regulator (each as defined in National Instrument 14-101 Definitions) and confirm that you have been notified by us:

(a) that we will be delivering Personal Information to the securities regulatory authority or regulator;

(b) that the Personal Information is being collected indirectly by the securities regulatory authority or regulator under the authority granted to it in Applicable Securities Laws;

(c) that such Personal Information is being collected for the purpose of the administration and enforcement of Applicable Securities Laws; and

(d) that the title, business address and business telephone number of the public official who can answer questions about the securities regulatory authority’s or regulator’s indirect collection of the Personal Information is as follows:

(i) British Columbia Securities Commission, P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2, Inquiries: (604) 899-6854, Toll free in Canada: 1-800-373-6393, Facsimile: (604) 899-6581, Email: inquiries@bcsc.bc.ca;

(ii) Alberta Securities Commission, Suite 600, 250 – 5th Street, SW Calgary, Alberta T2P 0R4, Telephone: (403) 297-6454, Toll free in Canada: 1-877-355-0585, Facsimile: (403) 297-2082;

(iii) Financial and Consumer Affairs Authority of Saskatchewan, Suite 601 - 1919 Saskatchewan Drive, Regina, Saskatchewan S4P 4H2, Telephone: (306) 787-5879, Facsimile: (306) 787-5899;

(iv) The Manitoba Securities Commission, 500 – 400 St. Mary Avenue, Winnipeg, Manitoba R3C 4K5, Telephone: (204) 945-2548, Toll free in Manitoba 1-800-655-5244, Facsimile: (204) 945-0330;

(v) Ontario Securities Commission, 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8, Telephone: (416) 593-8314, Toll free in Canada: 1-877-785-1555, Facsimile: (416) 593-8122, Email: exemptmarketfilings@osc.gov.on.ca, Public official contact regarding indirect collection of information: Inquiries Officer;

(vi) Autorité des marchés financiers, 800, Square Victoria, 22e étage, C.P. 246, Tour de la Bourse, Montréal, Québec H4Z 1G3, Telephone: (514) 395-0337 or 1-877-525-0337, Facsimile: (514) 873-6155 (For filing purposes only), Facsimile: (514) 864-6381 (For privacy requests only), Email: financementdessocietes@lautorite.qc.ca (For corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (For investment fund issuers);

(vii) Financial and Consumer Services Commission (New Brunswick), 85 Charlotte Street,, Suite 300 Saint John, New Brunswick E2L 2J2, Telephone: (506) 658-3060, Toll free in Canada: 1-866-933-2222, Facsimile: (506) 658-3059, Email: info@fcnb.ca;

(viii) Nova Scotia Securities Commission, Suite 400, 5251 Duke Street, Duke Tower, P.O. Box 458 Halifax, Nova Scotia B3J 2P8, Telephone: (902) 424-7768, Facsimile: (902) 424-4625;

(ix) Prince Edward Island Securities Office, 95 Rochford Street, 4th Floor Shaw Building, P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8, Telephone: (902) 368-4569, Facsimile: (902) 368-5283; and

(x) Government of Newfoundland and Labrador, Financial Services Regulation Division, P.O. Box 8700, Confederation Building 2nd Floor, West Block, Prince Philip Drive, St. John’s, Newfoundland and Labrador A1B 4J6, Attention: Director of Securities, Telephone: (709) 729-4189, Facsimile: (709) 729-6187.

"Personal Information" means any personal information as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or laws in effect from time to time and without limiting the foregoing, but for greater clarity, means information about an identifiable individual, including but not limited to any information about you and includes information provided by you.

4.4 You expressly consent, acknowledge and agree that we or our LIFE Fulfilment Tool may use your personal information to improve our LIFE Fulfilment Tool.

5. Your Representations, Warranties, Covenants, Acknowledgments and Agreements

5.1 You represent, warrant, covenant, acknowledge and agree that:

(a) you are resident in the jurisdiction you provide using our LIFE Fulfilment Tool;

(b) no securities commission or similar regulatory authority has reviewed or passed on the merits of our securities, and in particular no governmental agency or authority, stock exchange or other regulatory body or any other entity has made any finding or determination as to the merit for investment of, nor have any such agencies, authorities, exchanges, bodies or other entities made any recommendation or endorsement with respect to, our securities;

(d) there are risks associated with the purchase of our securities, being speculative investments which involve a substantial degree of risk;

(e) there is no person acting or purporting to act on your behalf who is entitled to any brokerage or finder's fee. If any person establishes a claim that any fee or other compensation is payable, you covenant to indemnify and hold us harmless including all costs reasonably incurred by us defending any claim;

(f) we advise you that we are relying on exemptions from the requirements to provide you with a prospectus and to sell our securities through a person registered to sell securities under the Applicable Securities Laws, and as a consequence of acquiring our securities pursuant to such exemption, certain protections, rights and remedies provided in applicable securities legislation, including statutory rights of rescission or damages, may not be available to you;

(g) you are advised that due to the fact that no prospectus has been or is required to be filed with respect to any of our securities under Applicable Securities Laws (i) you may not receive information that might otherwise be required to be provided to you under such legislation, (ii) we are relieved from certain obligations that would otherwise apply under applicable legislation, and (iii) you are restricted from using certain of the civil remedies available under such legislation;

(h) you have had access to all information regarding us and our securities that you consider necessary in connection with your investment decision, and, in particular, your decision to subscribe and purchase securities has been based entirely upon your review of the Public Record, including our Form 45-106F19 Listed Issuer Financing Document (which you read and understand (or had the opportunity to read and understand) by accessing on our website or on SEDAR+) and has not been based upon any written or oral representation or warranty as to fact or otherwise made by or on behalf of us;

(i) no person has made to you any written or oral representations (i) that any person will resell or repurchase the securities, (ii) that any person will refund the purchase price for the securities, or (iii) as to the future price or value of the securities;

(j) you are capable by reason of knowledge and experience in financial and business matters in general, and investments in particular, of assessing and evaluating the merits and risks of an investment in our securities, and you are and will be able to bear the economic loss of your entire investment in our securities and can otherwise be reasonably assumed to have the capacity to protect your own interest in connection with the investment;

(k) you are advised to consult your own investment, legal and tax advisors with respect to the merits and risks of an investment in our securities and Applicable Securities Laws and resale restrictions, and in all cases you have not relied upon us for investment, legal or tax advice, always having, if desired, in all cases sought the advice of your own personal investment advisor, legal counsel and tax advisors, and in particular, you have been advised and understand that you are solely responsible, and we are not in any way responsible, for your compliance with Applicable Securities Laws and resale restrictions regarding the holding and disposition of our securities;

(l) to your knowledge, our LIFE Offering was not advertised or solicited in any manner in contravention of Applicable Securities Laws, and has not been made through or as a result of any general solicitation or general advertising or any seminar or meeting whose attendees have been invited by general solicitation or general advertising, and you are not aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display such as the Internet) with respect to the distribution of our securities;

(m) you have no knowledge of a "material fact" or "material change", as those terms are defined in the Applicable Securities Laws applicable in your jurisdiction of residence, in respect of our affairs that has not been generally disclosed to the public;

(n) you are not a "control person" as defined in the policies of any Exchange, will not become a "control person" by virtue of purchasing our securities and do not intend to act in concert with any other person to form a control group;

(o) you have the legal capacity and competence to agree to our LIFE Offering subscription agreement and terms and to take all actions required, and if you are not an individual, you are duly formed and validly subsisting under the laws of your jurisdiction of formation and all necessary approvals have been obtained to authorize the entering into and execution of our LIFE Offering subscription agreement and terms and the taking of all actions required on your behalf;

(p) you have duly and validly entered into, executed and delivered our LIFE Offering subscription agreement and terms which constitute a legal, valid and binding obligation enforceable against you in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally and as limited by laws relating to the availability of equitable remedies;

(q) if you are acting as agent or trustee (including, for greater certainty, a portfolio manager or comparable adviser) for a principal, you are duly authorized to execute and deliver our LIFE Offering subscription agreement and terms and all other necessary documents on behalf of such principal, each of whom is subscribing as principal for its own account and not for the benefit of any other person, and our LIFE Offering subscription agreement and terms have been duly and validly authorized, executed and delivered by or on behalf of such principal, and when accepted by us, will constitute a legal, valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors' rights generally and as limited by laws relating to the availability of equitable remedies, against such principal;

(r) the entering into of our LIFE Offering subscription agreement and terms and the transactions contemplated does not and will not, conflict with, result in a violation or breach of, or constitute a default under, any of the terms and provisions of any law, regulation, order or ruling applicable to you, or of any agreement, contract or indenture, written or oral, to which it is or may be a party or by which it is or may be bound, and, if you are a corporation, your constating documents or any of your resolutions;

(s) you are not engaged in the business of trading in securities or exchange contracts as a principal or agent and do not hold yourself out as engaging in the business of trading in securities or exchange contracts as a principal or agent, or are otherwise exempt from any requirements to be registered under National Instrument 31-103 – Registration Requirements and Exemptions (or, in Québec, Regulation 31-103 respecting Registration Requirements and Exemptions);

(t) with respect to additional compliance with the U.S. Securities Act:

(i) none of our securities have been registered under the U.S. Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold except pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act;

(ii) you are neither an underwriter of, or dealer in, our common shares, nor participating, pursuant to a contractual agreement or otherwise, in the distribution of the securities; and

(iii) you are acquiring the securities for investment only and not with a view to resale or distribution;

(u) you acknowledge that we may complete additional financings in the future in order to develop our business and to fund our ongoing development; that there is no assurance that such financings shall be available and, if available, on reasonable terms; any such future financings may have a dilutive effect on current security holders, including you.

5.2 You hereby represent, warrant, acknowledge and agree for our benefit that you are purchasing as principal for investment purposes only, for your own account and not for the benefit of any other person and not with a view to, or for resale in connection with, any distribution in violation of any Applicable Securities Laws.

6. Our Representations and Warranties

6.1 We represent and warrant to you that:

(a) we are a duly formed, organized and validly subsisting entity under the laws of our jurisdiction of formation and are duly registered to carry on business in each other jurisdiction where registration is necessary;

(b) we have full capacity and power to enter into and be bound by our LIFE Offering subscription agreement and terms;

(c) our LIFE Offering subscription agreement and terms will constitute a valid and legally binding obligation, enforceable in accordance with its terms;

(d) the execution and delivery of our LIFE Offering subscription agreement and terms and the compliance by us with its terms will not result in any breach or be in conflict with or constitute a default under or create a state of facts which after notice or lapse of time or both would constitute a default under our constating documents, by-laws or resolutions;

(e) we have taken all action necessary to issue our securities as validly issued as fully-paid and non-assessable;

(f) we have listed equity securities on our Exchange;

(g) we are a reporting issuer, as defined in Applicable Securities Laws, in a jurisdiction of Canada;

(h) we have filed with the Canadian securities regulatory authorities in jurisdiction of Canada in which we are a reporting issuer, pursuant to the System for Electronic Document Analysis and Retrieval (SEDAR+), all periodic and timely disclosure documents that we are required to have filed as and when required;

(i) all information and statements in any documents filed by us on the Public Record, were true and correct in all material respects as of the respective dates of such information and statements and at the time any such documents were filed on SEDAR+ and, except as may have been corrected by subsequent disclosure, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading. We have not filed any confidential material change reports which remain confidential;

(j) there is no material fact or material change related to us which has not been generally disclosed and we have not otherwise provided you with any information that constitutes material non-public information with respect to us under applicable Canadian securities laws;

(k) no order ceasing or suspending trading in any of our securities has been issued and remains in effect and no proceedings for such purpose are pending or, to our knowledge, threatened;

(l) our LIFE Offering is being conducted, in part, under, and in accordance with, the listed issuer financing exemption under Section 5A of NI 45-106, and we meet all of the requirements for the use of the exemption; and

(m) our securities issued to you will not be subject to any statutory hold period pursuant to Canadian Applicable Securities Laws or any other resale restrictions in Canada; and shall not bear any legends.

7. International (Non US and Non Canadian) Investors

7.1 If you are resident in or otherwise subject to Applicable Securities Laws of a jurisdiction other than Canada or the United States, you confirm, represent and warrant that:

(a) you are knowledgeable of, or have been independently advised as to, the Applicable Securities Laws of the jurisdiction in which your are resident (the “International Jurisdiction”) and which would apply to the acquisition of our securities;

(b) you are purchasing our securities pursuant to exemptions from prospectus or registration requirements or equivalent requirements under Applicable Securities Laws of your International Jurisdiction or, if not applicable, you are permitted to purchase our securities under the Applicable Securities Laws of the International Jurisdiction without the need to rely on any exemptions;

(c) the Applicable Securities Laws of the International Jurisdiction do not require us to make any filings or seek any approvals of any kind whatsoever from any securities regulator or authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale of our securities;

(d) the purchase of any of our securities by you does not trigger:

(i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or

(ii) any continuous disclosure reporting obligation for us in the International Jurisdiction; and

(e) you will, if requested by us, deliver to us (at your cost):

(i) a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subsections 7.1(a), (b), (c) and (d) to our satisfaction, acting reasonably; and/or

(ii) such other evidence of compliance with all aforementioned matters as we may reasonably request.

7.2 You further represent, warrant and covenant to and with us (and acknowledges that we are relying thereon) that if you are a resident of, or otherwise subject to, the securities legislation of a jurisdiction other than Canada or the United States;

(a) you are:

(i) a purchaser that is recognized by the securities regulatory authority in the International Jurisdiction in which you are resident or otherwise subject to the Applicable Securities Laws of such International Jurisdiction, as an exempt purchaser and are purchasing our securities as principal for your own account, and not for the benefit of any other person, for investment only and not with a view to resale or distribution; or

(ii) a purchaser which is purchasing our securities pursuant to an exemption from any prospectus or securities registration requirements available to us under Applicable Securities Laws of your International Jurisdiction of residence or to which you are otherwise subject to, and you shall deliver to us such further particulars of the exemption and your qualification thereunder as we may reasonably request;

(b) the purchase of our securities by you does not contravene any of the Applicable Securities Laws in such International Jurisdiction and does not trigger: (i) any obligation to prepare and file a prospectus, an offering memorandum or similar document, or any other ongoing reporting requirements with respect to such purchase or otherwise; or (ii) any registration or other obligation on our part; and

(c) you will not sell or otherwise dispose of any of our securities, except in accordance with Applicable Securities laws, and if you sell or otherwise dispose of any of our securities to a person other than a resident of Canada, you will obtain from such purchaser the same representations, warranties and covenants and shall comply with such other requirements as we may reasonably require.

8. No US Offering Permitted

8.1 Definitions:

(a) “United States” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

(b) “U.S. Person” as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act.

8.2 Your additional representations and warranties to us:

(a) you are aware that our 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 the securities legislation of any state, territory or possession of the United States and that our securities may not be offered or sold directly or indirectly in the United States without registration under the U.S. Securities Act and applicable state securities laws or compliance with requirements of an exemption from registration thereunder and it acknowledges that we have no present intention of filing a registration statement under the U.S. Securities Act or applicable state securities laws in respect of our securities;

(b) you are not a “U.S. person” (a “U.S. Person”) (as that term is defined by Regulation S under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) and are not acquiring our securities for the account or benefit of a U.S. Person or a person in the United States;

(c) our securities have not been offered to you or any beneficial purchaser in the United States, and the individuals making the order to purchase our securities using our LIFE Fulfilment Tool and executing and delivering our LIFE Offering subscription agreement and terms were not in the United States when the order was placed, executed and delivered; and

(d) you undertake and agree that you will not offer or sell any of our securities in the United States unless such securities are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, or an exemption from such registration requirements is available and the sale is otherwise conducted in accordance with the provisions of applicable securities legislation, regulations, rules, policies, orders and stock exchange rules, as the case may be.

9. Reliance, Notification, Indemnity and Survival

9.1 You undertake to notify us immediately of any change in any representation, warranty or other information pertaining to you provided to us which takes place prior to our issuing our securities to you.

9.2 You acknowledge that we are relying upon your representations, warranties, acknowledgements and covenants in determining your eligibility (from a securities law perspective) to purchase our securities under our LIFE Offering, and hereby agree to indemnify us and our directors, officers, employees, advisers, affiliates, shareholders, representatives and agents (including our legal counsel) against all losses, claims, costs, expenses, damages or liabilities that we may suffer or incur as a result of or in connection with our or their reliance on your representations, warranties, acknowledgements and covenants. To the extent that any person entitled to be indemnified hereunder is not a party to our LIFE Offering subscription agreement and terms, we shall obtain and hold the rights and benefits in trust for, and on behalf of, such person, and such person shall be entitled to enforce the provisions of this section notwithstanding that such person is not a party.

9.3 Your representations, warranties, acknowledgements and agreements and otherwise provided by you to us shall be true and correct and shall survive the closing.

10. Miscellaneous

10.1 You acknowledge and agree that all costs and expenses incurred by you, including any fees and disbursements of any legal counsel retained by you, relating to the purchase, resale or transfer of our securities shall be borne by you.

10.2 Except as expressly provided for in our LIFE Offering subscription agreement and terms, our LIFE Offering subscription agreement and terms contains the entire agreement between us with respect to the sale of our securities and there are no other terms, conditions, representations, warranties, acknowledgments and agreements, whether expressed or implied, whether written or oral, and whether made by statute, common law, the parties hereto or anyone else.

10.3 You covenant that you will, from time to time both before and after the closing, at your request and your expense, promptly execute and deliver all such other notices, certificates, undertakings, agreements and other instruments and documents, and shall do all such other acts and other things, as may be necessary or desirable for purposes of carry out the provisions of our LIFE Offering subscription agreement and terms.

10.4 The invalidity, illegality or unenforceability of any particular provision of our LIFE Offering subscription agreement and terms shall not affect or limit the validity, legality or enforceability of the remaining provisions.

10.5 Our LIFE Offering subscription agreement and terms, including without limitation the terms, conditions, representations, warranties, acknowledgments and agreements, shall survive and continue in full force and effect and be binding upon you notwithstanding the completion of the purchase and sale of any of our securities, the conversion or exercise of any of our securities and any subsequent disposition by you.

10.6 Our LIFE Offering subscription agreement and terms is not transferable or assignable and shall enure to the benefit of and be binding upon you and your successors and permitted assigns.

10.7 Our LIFE Offering subscription agreement and terms is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You, in your personal or corporate capacity, irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.

10.8 The parties hereto acknowledge and confirm that they have requested that this subscription as well as all notices and other documents contemplated hereby be drawn up in the English language. Les parties aux présentes reconnaissent et confirment qu'elles ont convenu que la présente convention de souscription ainsi que tous les avis et documents qui s'y rattachent soient rédigés dans la langue anglaise.

10.9 Time shall be of the essence.

11. Interpretation

11.1 Unless the context otherwise requires, reference in our LIFE Offering subscription agreement and terms to:

(a) "Applicable Securities Laws" means the securities legislation and regulations of, and the instruments, policies, rules, orders and notices of, the applicable securities regulatory authority or authorities of the applicable jurisdiction or jurisdictions as the case may be;

(b) "Exchange" means an exchange recognized by a securities regulatory authority in a jurisdiction of Canada upon which our equity securities are listed;

(c) "NI 14-101", "NI 45-102" and "NI 45-106" refer to National Instrument 14-101 Definitions, National Instrument 45-102 Resale of Securities and National Instrument 45-106 Prospectus Exemptions, respectively, of the Canadian Securities Administrators;

(d) “our LIFE Offering” means our offering and distribution of our securities in reliable on and compliance with the listed issuer financing exemption under Section 5A of NI 45-106;

(e) "Public Record" refers to all public information which has been filed by us pursuant to Applicable Securities Laws;

(f) "Regulation S" means Regulation S promulgated under the U.S. Securities Act;

(g) "Selling Jurisdictions" means Canada and such other jurisdictions outside of Canada and the United States where we may conduct our Offering, including our LIFE Offering;

(h) "subscription" or "subscription agreement" means our LIFE Offering subscription agreement and terms

(i) "U.S. Securities Act" means the United States Securities Act of 1933, as amended.

11.2 In the subscription, the term "United States" have the meaning prescribed in Regulation S.

11.3 Unless otherwise stated, all dollar figures are expressed in Canadian dollars.

11.4 References imputing the singular shall include the plural and vice versa; references imputing individuals shall include corporations, partnerships, societies, associations, trusts and other artificial constructs and vice versa; and references imputing gender shall include the opposite gender.

12. Agreeing With Us for all Our Websites and Their Terms and Conditions

12.1 By using our LIFE Fulfilment Tool you agree our LIFE Offering subscription agreement and terms and our LIFE Offering privacy policy as well as any terms and conditions, privacy policy or other legal provisions on any of our websites, including our general website from which you accessed our LIFE Fulfilment Tool.

13. General Terms of Use

13.1 Our LIFE Offering subscription agreement and terms are a legally binding contract between you and us, including regarding your use of our LIFE Fulfilment Tool (the “Tool”). Please read the following terms carefully before using the Tool. By using the Tool, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions, including our Privacy Policy (together, the “Terms”). If you are not eligible, or you do not agree to the Terms, then you do not have our permission to use the Tool.

(a) Eligibility. You must be at least 18 years of age to use the Tool. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; and (b) your use of the Tool is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

(b) Subscription for Our Securities.

(i) Payment: Purchases of our securities are facilitated through a third-party service provider. We may provide such service provider with information regarding your credit card or other payment instrument. You represent and warrant that such information is true and that you are authorized to use the payment instrument. You will be responsible for all taxes associated with your purchase of our securities through the Tool.

(ii) Waiver: Your subscription for our securities constitutes a waiver of any and all intellectual property, proprietary, personal, and privacy claims relating to your subscription.

(c) Changes to the Terms. We may periodically make changes to these Terms. It is your responsibility to review the most recent version of these Terms and remain informed of any changes. You agree that your use of the Tool both before and after the effective date of any changes will constitute your acceptance of the changed Terms for your use. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

(d) Changes to the Tool. We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Tool without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Tool.

(e) Limited License. Subject to these Terms, we grant you a limited, revocable license to access and use the Tool solely to subscribe for our securities. No other use of the Tool is authorized.

(f) Restrictions. You must comply with all applicable laws when using the Tool. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Tool (“Tool Content”) or compile or collect any Tool Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Tool or store, copy, modify, distribute, or resell any Tool Content; (c) rent, lease, or sublicense your access to the Tool; (d) use the Tool or Tool Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Tool; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Tool; (g) use the Tool in a manner that threatens the integrity, performance, or availability of the Tool; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Tool or Tool Content.

(g) Ownership. The Tool is owned and operated on our behalf by a third party. We or they or our and their licensors retain all right, title, and interest in and to the Tool and Tool Content and any trademarks, logos, or service marks displayed on the Tool or in Tool Content (“Marks”). The Tool, Tool Content, and Marks are protected by applicable intellectual property laws and international treaties. Except as expressly authorized by us you may not make use of the Tool, Tool Content, and Marks.

(h) Privacy Policy. Please read our Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

(i) Links and Third Party Content. The Tool may contain links to third party products, services, and websites. We exercise no control over the third party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites.

Additionally, if you follow a link or otherwise navigate away from the Tool, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites to which you navigate to from the Tool.

(j) Disclaimer of Warranties.

YOUR USE OF THE TOOL AND TOOL CONTENT IS AT YOUR SOLE RISK. THE TOOL AND TOOL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE TOOL AND TOOL CONTENT, AND YOU RELY ON THE TOOL AND TOOL CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE TOOL IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE TOOL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE TOOL WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. HOWEVER, WE DO NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT WE ARE PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

(k) Limitation of Liability.

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE TOOL AND TOOL CONTENT. UNDER NO CIRCUMSTANCES WILL OUR TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE TOOL OR TOOL CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $1. IF YOUR JURISDICTION OF RESIDENCE DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(l) Indemnity. You will indemnify and hold us and our counterparties, service providers, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Tool or Tool Content, your violation of these Terms, or your violation of any rights of a third party through use of the Tool or Tool Content. We and our licensors reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

(m) Release. If you have a dispute with the Tool, Tool Content, or our securities purchased using the Tool, you hereby release us and our counterparties and service providers (and each party’s respective officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

(n) General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and us regarding your use of the Tool. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

(o) Legal Notices. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario without regard to conflict of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Tool will lie in the courts of the Province of Ontario, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.