Roivant Sciences Ltd. Subscription Agreement for Preferred Shares

TO:    ARBUTUS BIOPHARMA CORPORATION

The undersigned (the Subscriber) hereby irrevocably subscribes for and agrees to purchase from Arbutus Biopharma Corporation (the Company) that number of preferred shares in the capital of the Company (the Preferred Shares) set out below for the aggregate subscription amount set out below, representing a subscription price per Preferred Share of $100.00 (the Subscription Price), on the terms and subject to the conditions set out in this Subscription Agreement (as defined below). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Preferred Shares”.

Whenever used in this Subscription Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:

Amending Agreements means, collectively, the Governance Agreement Amending Agreement, the Lock-Up Amending Agreement, the Registration Rights Amending Agreement and the Standstill Amending Agreement.

Arbutus Inc. means Arbutus Biopharma, Inc., a company incorporated pursuant to the laws of Delaware.

Articles of Amendment means the amendment of the articles of the Company to reflect, inter alia, the Subscriber Board Designation Right.

Business Day means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia are not open for business.

Code means the Internal Revenue Code of 1986, as amended.

Common Shares means the common shares in the capital of the Company.

Company shall have the meaning ascribed to such term on the face page of this Subscription Agreement and includes any successor corporation to or of the Company.

Company Board means the board of directors of the Company as the same is constituted from time to time.

Company Circular means the notice of the Company Meeting to be sent to Shareholders and the management information circular to be prepared in connection with the Company Meeting together with any amendments thereto or supplements thereof, and any other information circular or proxy statement which may be prepared in connection with the Company Meeting.

Company IP means the Proprietary Rights owned by the Company disclosed by the Company in writing to the Subscriber concurrently herewith and identified as "Company IP".

Company Meeting means the special meeting of Shareholders to be held as soon as reasonably practicable to consider and seek, among other things, the Company Shareholder Approval, and any adjournment or postponements thereof held in accordance with the Company’s constating documents and Securities Laws.

Company Options means, at any time, stock options to acquire Common Shares granted under the Company’s Share and Omnibus Incentive Plans and similar plans, or otherwise, which are, at such time, outstanding and unexercised, whether or not vested.

Company Shareholder Approval means: (i) a special resolution of Shareholders approving the Articles of Amendment; (ii) the “minority approval” of the MI 61-101 Resolution, in accordance with MI 61-101; and (iii) if required by NASDAQ, the approval by the holders of Common Shares to the issuance by the Company of the Tier 2 Preferred Shares under the applicable NASDAQ rules, in each case to be sought at the Company Meeting.

Employee Benefit Plan has the meaning ascribed thereto in Section 5.1(iii).

Environmental Approvals means all permits, certificates, authorizations, approvals, orders, consents, instructions, registrations, directions, decisions, decrees, conditions, notifications, demands, filings, licenses or permits whether or not having the force of Law, issued by any Governmental Entity pursuant to any Environmental Laws.

Environmental Laws means all applicable Laws whether foreign or domestic, including applicable common law, relating to the protection of the environment and employee and public health and safety, and for the regulation of contaminants, pollutants, waste, toxic and hazardous substances and includes Environmental Approvals.

ERISA has the meaning ascribed thereto in Section 5.1(iii).

ERISA Affiliate has the meaning ascribed thereto in Section 5.1(iii).

Evaluation Date has the meaning ascribed thereto in Section 5.1(w).

Fundamental Company Representations and Warranties means those representations and warranties of the Company in Sections 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e), 5.1(f), 5.1(g), 5.1(h), 5.1(j), 5.1(q), 5.1(z), 5.1(aa),

5.1(dd), 5.1(oo), 5.1(qq), 5.1(ss), 5.1(xx), 5.1(yy) and 5.1(ccc).

Fundamental Subscriber Representations and Warranties means those representations and warranties of the Purchaser in Sections 6.1(a), 6.1(b), 6.1(e), 6.1(g), 6.1(h) and 6.1(k).

GAAP has the meaning ascribed thereto in Section 5.1(r).

Governance Agreement means that certain Governance Agreement, dated as of January 11, 2015, by and between the Company and the Subscriber.

Governance Agreement Amendment has the meaning ascribed thereto in Section 5.4(g)(ii), as affected by the Governance Agreement Amending Agreement.

Governance Agreement Amending Agreement means the amending agreement dated effective as of the Tier 1 Closing Date, in substantially the form attached hereto as Schedule “D”.

Governmental Entity means any applicable: (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, stock exchange or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, or (iii) any quasi governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

Independence Standards means the standards set forth in NASDAQ Marketplace Rule 4200(a)(15) or any successor rule thereto, but not including the requirements for audit committee members set forth in NASDAQ Marketplace Rule 4350(d).

Laws means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions and judgments or other requirements of any Governmental Entity whether foreign or domestic.

Licensed IP means the Proprietary Rights wholly-owned or co-owned by any person other than the Company as disclosed by the Company in writing to the Subscriber concurrently herewith and identified as "Licensed IP".

Licenses has the meaning ascribed thereto in Section 5.1(gg).

Lien means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registerable and whether or not consensual or arising by law (statutory or otherwise), including any

mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, servitude, right of way, restrictive covenant, right of use or any other right or claim of any kind or nature whatever which affects ownership or possession of, or title to, any interest in, or the right to use or occupy such property or assets.

Lock-Up Amending Agreement means amended and restated lock-up agreement dated effective as of the Tier 1 Closing Date, in substantially the form attached hereto as Schedule “E”.

Material Adverse Effect means, with respect to any entity, any event, circumstance, development, change or effect on the business, operations or capital of such entity that would reasonably expected to be materially adverse to the condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), business or operations of such entity and its subsidiaries, on a consolidated basis, except to the extent that such event, circumstance, development, change or effect results from or is caused by: (i) worldwide, national or local conditions or circumstances whether they are economic, political, regulatory or otherwise, including war, armed hostilities, acts of terrorism, emergencies, crises and natural disasters, (ii) changes affecting the worldwide biopharmaceutical industry in general and which does not have a disproportionate effect on such entity as compared to other industry participants, (iii) the announcement of this Subscription Agreement and the Offering contemplated by it, or (iv) any act or omission of such entity taken with the prior consent or at the request of the Subscriber.

MI 61-101 means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

MI 61-101 Resolution means the resolution in respect of (i) the issuance by the Company of the Tier 2 Preferred Shares to be considered at the Company Meeting and (ii) the Articles of Amendment, in substantially the form attached hereto as Schedule “A”.

NASDAQ means the NASDAQ Global Market (or its successor); provided, that if the Company moves the principal listing of its Common Shares to the NASDAQ Global Select Market, NASDAQ Capital Market or The New York Stock Exchange (or any of their respective successors), “NASDAQ” shall be deemed to refer to such exchange.

Offered Shares means the Preferred Shares offered to the Subscriber under the Offering pursuant to this Subscription Agreement.

Offering means the private placement of the Offered Shares.

Order means any order, decision, judgment, writ, injunction, decree, award or other determination of any Governmental Entity whether foreign or domestic.

Parties mean the Company and the Subscriber, and Party means either of them, as the context requires.

person means any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning.

Preferred Shares shall have the meaning ascribed to such term on the face page of this Subscription Agreement, having such rights and restrictions substantially as set out in Schedule “B” hereto.

Proprietary Rights means any intellectual property and the technology used in the course of the Company’s business and which is material to the Company’s business, taken as a whole, including; (i) all inventions·(whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents and published patent applications, together with all reissue, divisional, continuation or continuation-in-part applications, revisions, extensions and re-examinations thereof, (ii) all trademarks, trade

dress, logos, trade-names, business names, corporate names and domain names together with all translations, adaptions, derivations and combinations thereof and including all goodwill associated therewith; (iii) all copyrightable works, all copyrights, and all applications, registrations and renewals associated therewith; (iv) all proprietary or confidential information and trade-secrets and know-how, (v) all software; (vi) any copies and tangible embodiments of the foregoing (in whatever form or medium);(vii) all registrations, applications and renewals for any of the intellectual property and the technology referred to above; and (viii) all common law statutory and contractual rights to the intellectual property and the technology referred to above.

Protiva means Protiva Biotherapeutics Inc., a company incorporated pursuant to the laws of British Columbia.

Public Record means all press releases, forms, reports, schedules, financial statements, management’s discussions and analysis of financial conditions and operations, certifications, annual information forms, management information circulars, material change reports and other documents required to be filed by the Company since December 31, 2016 (such forms, reports, schedules, statements, certifications and other documents to include any financial statements or other documents, including any schedules included therein).

Registration Rights Agreement means that certain Registration Rights Agreement, dated as of January 11, 2015, by and among the Company and the Shareholders party thereto, as amended on November 2, 2015.

Registration Rights Amending Agreement means the amending agreement dated effective as of the Tier 1 Closing Date, in substantially the form attached hereto as Schedule “F”.

Registration Rights Amendment has the meaning ascribed thereto in Section 5.4(g)(i), as affected by the Registration Rights Amending Agreement.

Regulation D means Regulation D promulgated under the U.S. Securities Act.

SEC means the United States Securities and Exchange Commission.

SEC Reports has the meaning ascribed thereto in Section 5.1(eee).

Securities Laws means, as applicable, the securities Laws, regulations, rules, rulings and Orders in each of the provinces of Canada and the federal and state securities laws of the United States, all written instruments, rules, regulations and Orders and applicable policy statements having the force of law of the applicable securities regulatory authorities including, without limitation, the SEC, as well as the policies and rules of NASDAQ.

Shareholders means the holders from time to time of Common Shares or Preferred Shares, collectively or individually, as the context requires.

Standstill Agreement means the standstill agreement between the Company and the Subscriber dated January 11, 2015.

Standstill Amending Agreement means the amending agreement dated effective as of the Tier 1 Closing Date, in substantially the form attached hereto as Schedule “G”.

Subscriber means the subscriber for the Offered Shares as set out on the face page of this Subscription Agreement.

Subscriber Board Designation Right means the right of the Subscriber to nominate (and nominate any replacement should any of its nominees not be able to serve as a director for any reason) (i) three (3) out of seven (7) individuals for election to the Company Board, one (1) of whom shall satisfy the Independence Standards, at each meeting of Shareholders for so long as the Subscriber has a beneficial ownership equal to at least 30% of the outstanding Common Shares; (ii) two (2) out of seven (7) individuals for election to the Company Board at each meeting of Shareholders for so long as the Subscriber has a beneficial ownership equal to at least 20% of the outstanding Common Shares; and (iii) one (1) out of seven (7) individuals for election to

the Company Board at each meeting of Shareholders for so long as the Subscriber has a beneficial ownership equal to at least 10% of the outstanding Common Shares; provided that the Subscriber’s percentage beneficial ownership of Common Shares shall be determined based on the sum of (i) the total number of Common Shares beneficially owned by the Subscriber in the form of Common Shares and (ii) the total number of Common Shares into which the Preferred Shares beneficially owned by the Purchaser are convertible, and outstanding Common Shares shall be determined based on the sum of (x) the number of outstanding Common Shares as of the date of determination and (y) the Underlying Common Shares.

Subscription Agreement means this subscription agreement (including any schedules hereto) and any instrument amending this Subscription Agreement.

Subscription Price shall have the meaning ascribed to such term on the face page of this Subscription Agreement, being $100.00 per Preferred Share.

Subsidiaries means the Company's wholly-owned subsidiaries as of the date hereof, being Arbutus Inc. and Protiva.

Tax and Taxes means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including any estimated taxes, deficiency assessments, additions to tax, penalties and interest.

Tax Returns means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any taxing authority relating to Taxes, including any amendments, attachments and schedules with respect to any of the foregoing.

Tier 1 Closing shall have the meaning ascribed to such term in Section 4.1.

Tier 2 Closing shall have the meaning ascribed to such term in Section 4.4.

Tier 1 Closing Date shall have the meaning ascribed to such term in Section 4.1. Tier 2 Closing Date shall have the meaning ascribed to such term in Section 4.4. Tier 1 Closing Time shall have the meaning ascribed to such term in Section 4.1. Tier 2 Closing Time shall have the meaning ascribed to such term in Section 4.4.

Tier 1 Preferred Shares has the meaning ascribed to such term on the face page of this Subscription Agreement, being 500,000 Preferred Shares.

Tier 2 Preferred Shares has the meaning ascribed to such term on the face page of this Subscription Agreement, being up to a maximum in the aggregate of 664,000 Preferred Shares.

Tier 1 Subscription Amount has the meaning ascribed to such term on the face page of this Subscription Agreement.

Tier 2 Subscription Amount has the meaning ascribed to such term on the face page of this Subscription Agreement.

Underlying Common Shares means the Common Shares that are issuable upon conversion of the Offered Shares.

United States means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

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

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

Words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words importing persons shall include firms and corporations and vice versa.

The symbol “$” is expressed in United States dollars.

The division of this Subscription Agreement into Articles, Sections, Schedules and other subdivisions and the inclusion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Subscription Agreement. The headings in this Subscription Agreement are not intended to be full or precise descriptions of the text to which they refer. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, Subsection, paragraph, clause or Schedule are to the applicable article, section, subsection, paragraph, clause or schedule of this Subscription Agreement.

2.1    Description of Schedules

Subject to the receipt of all completed documentation in accordance with Sections 4.2 and 4.3, the delivery and sale of the Tier 1 Preferred Shares will be completed (the Tier 1 Closing) at the offices of the Company’s counsel, Farris, Vaughn, Wills & Murphy LLP, in Vancouver, British Columbia at 6:30 a.m. (Vancouver time) (the Tier 1 Closing Time) on the second (2nd) Business Day following the performance and satisfaction of the terms and conditions contained in Sections 4.2 and 4.3 of this Subscription Agreement (the date of such closing, the Tier 1 Closing Date), or such other place, date or time as the Company and the Subscriber may agree.

If, prior to or at the Tier 1 Closing Time, the terms and conditions contained in Sections 4.2 and 4.3 of this Subscription Agreement have been complied with to the satisfaction of the Subscriber and the Company, respectively, each acting reasonably, or waived by the Subscriber and the Company, as the case may be, the Subscriber shall deliver to the Company at the Tier 1 Closing Time (i) a direct funds transfer or wire transfer in satisfaction of the Tier 1 Subscription Amount for the Tier 1 Preferred Shares, against delivery by the Company of one or more certificates representing the Tier 1 Preferred Shares registered in the name of the Subscriber and bearing an appropriate legend (as set forth herein) referring to the fact that the Tier 1 Preferred Shares were sold in reliance upon an exemption from (x) registration under the U.S. Securities Act and (y) the prospectus requirement of applicable Securities Law in British Columbia, but otherwise free and clear of all restrictive or other legends or statements or, if the Tier 1 Preferred Shares are entered in a direct registration system, the written notice of such entry; (ii) executed counterparts to the Amending Agreements; and (iv) such other documentation as may be required pursuant to this Subscription Agreement. For certainty, any certificate or notice of entry into a direct registration system shall bear any legends required by the U.S. Securities Act or other Securities Laws, including the legend set forth in Section 6.2(g) hereof.

The Company acknowledges and agrees that the obligations of the Subscriber hereunder are conditional on the accuracy in all material respects of the representations and warranties of the Company contained in this

Subscription Agreement as of the date of this Subscription Agreement, and as of the Tier 1 Closing Time as if made at and as of the Tier 1 Closing Time (except with respect to representations and warranties which relate to a specific date, in which case such representations and warranties shall be materially accurate as of such date), and the fulfillment of the following additional conditions as soon as reasonably practicable and in any event not later than the Tier 1 Closing Time:

The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional on the accuracy in all material respects of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Tier 1 Closing Time as if made at and as of the Tier 1 Closing Time (except with respect to representations and warranties which relate to a specific date, in which case such representations and warranties shall be materially accurate as of such date), and the fulfillment of the following additional conditions as soon as reasonably practicable and in any event not later than the Tier 1 Closing Time:

Subject to the receipt of all completed documentation in accordance with Sections 4.5 and 4.6, the delivery and sale of the Tier 2 Preferred Shares will be completed (the Tier 2 Closing) at the offices of the Company’s counsel, Farris, Vaughn, Wills & Murphy LLP, in Vancouver, British Columbia at 6:30 a.m. (Vancouver time) (the Tier 2 Closing Time) on the second (2nd) Business Day following the performance and satisfaction of the terms and conditions contained in Sections 4.5 and 4.6 of this Subscription Agreement (the date of such closing, the Tier 2 Closing Date), or such other place, date or time as the Company and the Subscriber may agree.

If, prior to or at the Tier 2 Closing Time, the terms and conditions contained in Sections 4.5 and 4.6 of this Subscription Agreement have been complied with to the satisfaction of the Subscriber and the Company, respectively, each acting reasonably, or waived by the Subscriber and the Company, as the case may be, the Subscriber shall deliver to the Company at the Tier 2 Closing Time (i) a direct funds transfer or wire transfer in satisfaction of the Tier 2 Subscription Amount for the Tier 2 Preferred Shares against delivery by the Company of one or more certificates representing the Tier 2 Preferred Shares registered in the name of the Subscriber and bearing an appropriate legend (as set forth herein) referring to the fact that the Tier 2 Preferred Shares were sold in reliance upon an exemption from (x) registration under the U.S. Securities Act and (y) the prospectus requirement of applicable Securities Law in British Columbia, but otherwise free and clear of all restrictive or other legends or statements or, if the Tier 2 Preferred Shares are entered in a direct registration system, the written notice of such entry; and (ii) such other documentation as may be required pursuant to the Subscription Agreement. For certainty, any certificate or notice of entry into a direct registration system shall bear any legends required by the U.S. Securities Act or other Securities Laws, including the legend set forth in Section 6.2(g) hereof.

The Company acknowledges and agrees that the obligations of the Subscriber hereunder are conditional on the accuracy in all material respects of the Fundamental Company Representations and Warranties as of the date of this Subscription Agreement, and as of the Tier 2 Closing Time as if made at and as of the Tier 2 Closing Time (except with respect to such representations and warranties which relate to a specific date, in which case such representations and warranties shall be materially accurate as of such date), except for any inaccuracy, individually or in the aggregate, that would not result in a Material Adverse Effect on the Company, and the fulfillment of the following additional conditions as soon as reasonably practicable and in any event not later than the Tier 2 Closing Time:

The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional on the accuracy in all material respects of the Fundamental Subscriber Representations and Warranties as of the date of this Subscription Agreement, and as of the Tier 2 Closing Time as if made at and as of the Tier 2 Closing Time (except with respect to such representations and warranties which relate to a specific date, in which case such representations and warranties shall be materially accurate as of such date), and the fulfillment of the following additional conditions as soon as reasonably practicable and in any event not later than the Tier 2 Closing Time:

The Company hereby represents and warrants to the Subscriber as follows, with effect as of the date hereof and as of the Tier 1 Closing Time and, if applicable and only with respect to the Fundamental Company Representations and Warranties, the Tier 2 Closing, and acknowledges that the Subscriber is relying on such representations and warranties in connection with the transactions contemplated herein:

exchange, securities regulatory authority, or other third party, except: (i) such as will have been timely obtained prior to the Tier 1 Closing Time or, if applicable, the Tier 2 Closing Time; or (ii) in the case of post-closing filings, as will be made or obtained within the times prescribed by applicable Securities Laws;

(aa) other than as disclosed in the Company's Public Record, there are no actions, suits, proceedings, inquiries or investigations existing, or to the best of the Company’s knowledge, pending or threatened against or adversely affecting the Company or its Subsidiaries or any predecessor company or to which any of the property or assets thereof is subject, at Law or equity, or before or by any court, federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which may in any way materially adversely affect the condition (financial or otherwise), property, assets, operations or business of the Company or its Subsidiaries or their ability to perform the obligations thereof and neither the Company nor any of its Subsidiaries is subject to any Order, rule, policy or regulation of any Governmental Entity, which, either separately or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on the Company, or the ability of the Company to perform its obligations pursuant hereto;

(bb) neither the Company nor any of the Subsidiaries, nor to the best of the Company’s knowledge, any other person, is in default in the observance or performance of any term, covenant or obligation to be performed by the Company or the Subsidiaries or such other person, as applicable, under any material agreement to which the Company or a Subsidiary is a party or otherwise bound, and all such material agreements are in good standing, and no event has occurred which with notice or lapse of time or both would constitute such a default thereunder by the Company, any Subsidiary or any other party;

(cc) there is no person acting or purporting to act at the request of the Company who is entitled to any brokerage, agency or other fiscal advisory or similar fee in connection with the Offering, other than as disclosed concurrently herewith by the Company in writing to the Subscriber;

(dd) the information and statements set forth in the Company’s Public Record were, as of the date filed, in compliance in all material respects with the Securities Laws and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ee) there is no “material change” (as defined in applicable Securities Laws) relating to the Company which has occurred and with respect to which the requisite material change report has not been filed with the applicable securities regulatory authority, nor has the Company filed any confidential material change reports with any securities regulatory authority that are still maintained on a confidential basis;

(ff) except as qualified in the Company's Public Record, the Company and the Subsidiaries are the absolute legal and beneficial owners of and have good and marketable title to, all of the material property or assets thereof as described in the Company’s Public Record, such material properties and assets are free of all Liens and no other property rights are necessary for the conduct of the business of the Company and the Subsidiaries as currently conducted or currently contemplated to be conducted; the Company knows of no claim or basis for any claim that might or could materially adversely affect the right of the Company or the Subsidiaries to use, transfer or otherwise exploit such property rights; and, except as disclosed in the Company’s Public Record, neither the Company nor any Subsidiary has any responsibility or obligation to pay any commission, royalty, license fee or similar payment to any person with respect to the property rights thereof;

(gg) the Company holds all requisite licences, registrations, qualifications, permits and consents necessary or appropriate for carrying on its respective business as currently carried on (col1ectively, the Licenses), except where the failure to hold such Licenses would not be reasonably expected to have a Material Adverse Effect on the Company, and (A) all such Licenses are valid and subsisting and in good standing in all material respects and (B) each of the Company and the Subsidiaries are in compliance with all terms of such Licenses and have not received a notice of non-compliance, or know of, or have reasonable grounds to know of, any facts that would give rise to a notice of non- compliance with any such Licenses, other than as disclosed by the Company in writing to the Subscriber concurrently herewith;

(hh) neither the Company nor any Subsidiary is a party to or bound by any non-competition agreement or any other agreement, obligation or Order that purports to (A) limit the manner or the localities in which all or any material portion of the business of the Company or such Subsidiary is conducted, (B) limit any business practice of the Company or the Subsidiary in any material respect, or (C) restrict any acquisition or disposition of any property by the Company or the Subsidiary in any material respect;

(ii) to the knowledge of the Company, it is not aware of any legislation, or proposed legislation published by a Governmental Entity, which it anticipates will materially and adversely affect the business, affairs, operations, assets, liabilities (contingent otherwise) or prospects of the Company or any Subsidiary;

(jj) except as would not reasonably be expected to have a Material Adverse Effect on the Company or a Subsidiary, all rentals, payments and obligations, and other payments due or payable on or prior to the date hereof under or with respect to the assets of the Company and the Subsidiary have been properly and timely paid;

(kk) the Company's disclosure concurrently herewith of Proprietary Rights identified as "Company IP" contains a true and complete list of all the patents owned by the Company, to the Company's knowledge. The Company has the right to use and exploit the Company IP, except as disclosed by the Company in writing to the Subscriber concurrently herewith, as such Company IP is used as of the Tier 1 Closing Time or, if applicable, the Tier 2 Closing Time or will be used in the conduct of Company’s business, and each contract with respect to the Company IP is valid and subsisting and in good standing and there is no default thereunder by the Company, or to the Company's knowledge by any seller or grantor;

(ll) the Company is the sole legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in all the Company IP free and clear of all Liens. The Company has not assigned, licensed or otherwise conveyed any of the Company IP to any third party, except as disclosed by the Company in writing to the Subscriber concurrently herewith;

(mm) the Company's disclosure concurrently herewith of Proprietary Rights identified "Licensed IP" contains a true and complete list of all Licensed IP licensed to the Company. The Company has the right to use and exploit the Licensed IP, as such Licensed IP is used in the conduct of the Company's business as of the Tier 1 Closing Time or, if applicable, the Tier 2 Closing Time, and each contract with respect to the

(nn) the Proprietary Rights used by the Company in its business are in full force and effect and have not been used, enforced or not enforced in a manner that would result in their abandonment, cancellation or unenforceability. There is no claim existing or, to the Company’s knowledge threatened alleging adverse ownership, invalidity or other opposition to, or any conflict with, any of the Proprietary Rights;

(oo) to the Company’s knowledge, (A) the Company has not received any notice or claim (whether written, oral or otherwise) challenging the Company’s ownership of or right to use any Proprietary Rights or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto and (B) there is no reasonable basis for any claim that any person other than the Company has any claim of legal or beneficial ownership or other claim or interest in any of the Proprietary Rights;

(pp) other than as disclosed by the Company in writing to the Subscriber concurrently herewith, the Proprietary Rights of the Company and the Subsidiaries and the Proprietary Rights used by the Company are sufficient to conduct its business as presently conducted or anticipated to be conducted. No consent of any person is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Company IP, other than Company IP licensed on a non-exclusive basis, and none of the Company IP comprises an improvement to any Licensed IP that would give any person any rights to the Company IP, including, without limitation, rights to license the Company IP;

(qq) to the Company’s knowledge, no third party has misappropriated, or is misappropriating, or is threatening to misappropriate, any rights of the Company in or to any Proprietary Rights and no third party’s commercialized product infringes any rights of the Company in or to any Proprietary Rights;

(rr) the Company and each of its Subsidiaries has used commercially reasonably efforts (including measures to protect secrecy and confidentiality, where appropriate) to protect its Proprietary Rights and confidential information. Without limiting the generality of the foregoing, to the extent that any of the Company IP is licensed or disclosed to a third party or any third party has access to such the Company IP (including but not limited to any employee, officer, shareholder, consultant, systems-integrator, distributor or other customer of the Company), the Company has entered into a valid and enforceable written agreement which contains terms and conditions prohibiting the unauthorized use, disclosure, reverse engineering or transfer of such the Company IP by such third party. All such agreements are in full force and effect and no such third party, to the Company’s knowledge, is in default of its obligations thereunder;

(ss) the Company has taken or will take all commercially reasonable steps to obtain the approval of NASDAQ to the extent required to list the Offered Shares and has complied with all other requirements of NASDAQ and requirements of the Securities Laws applicable to the offer and sale of the Offered Shares as contemplated herein required to be taken or complied with by it prior to the Tier 1 Closing Date and, if applicable, the Tier 2 Closing Date, as the case may be;

(tt) the Company has not received any notice of or been prosecuted for an offence alleging violation of or non-compliance with any Environmental Law, and has not settled any allegation of violation or non- compliance short of prosecution. The Company is not aware of any Orders relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to the business or any property, facilities or assets (whether currently owned, leased, occupied, controlled or licensed or owned, leased, occupied, controlled or licensed at any time prior to the date hereof) of the Company;

(uu) the Company, its Subsidiaries and, to the knowledge of the Company, if applicable, any predecessor company to the Company or its Subsidiaries, have not received any notice from a Governmental Entity

relating to environmental matters that the Company’s business or that the operation of any of the Company’s property, facilities or other assets is in violation of any Environmental Law or any Environmental Approval or that the Company is responsible (or potentially responsible) for the clean up of any hazardous substances at, on or beneath any of its property, facilities or other assets (whether currently owned, leased, occupied, managed, controlled or licensed, or owned, leased, occupied, managed, controlled or licensed at any time prior to the date hereof), or at, on or beneath any other land or in connection with any waste or contamination migration to or from any of the Company’s property, facilities or other assets;

(vv) the Company and each of its Subsidiaries has complied in all material respects and will comply in all material respects with the requirements of all applicable corporate Laws (including the provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it) and Securities Laws, including without limitation, the Securities Laws in relation to the distribution of its securities and in all matters relating to the Offering;

(ww) the Company and its Subsidiaries, as applicable, have filed all federal, provincial, local and non-U.S. Tax Returns that are required to be filed, or have requested extensions thereof, and have paid all Taxes required to be paid by each of them and any other assessment, fine or penalty levied against each of them, to the extent that any of the foregoing is due and payable, except for such assessments, fines and penalties which are currently being contested in good faith and for which adequate reserves have been established in accordance with GAAP. Such Tax Returns are true, correct and complete in all material respects, and accurately reflect all material liability for Taxes of the Company and its Subsidiaries for the periods covered thereby;

(xx) the Company and its Subsidiaries, if applicable, have established on their 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 Company except for Taxes not yet due;

(yy) no claim has ever been made by a Governmental Entity in a jurisdiction where neither the Company nor any of its Subsidiaries files Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax by, or may be required to file any Tax Returns in, that jurisdiction that has not been resolved;

(zz) other than as disclosed by the Company in writing to the Subscriber, there are no pending audits or examinations against the Company or any of its Subsidiaries by any Governmental Entity with respect to Taxes, and there are no claims that have been asserted against the Company or any of its Subsidiaries which, if determined adversely, would result in the assertion by a Governmental Entity of any deficiency that have had or would reasonably be expected to have an adverse effect on the Tax liabilities of the Company or any of its Subsidiaries;

(aaa) neither the Company nor any of its Subsidiaries was a passive foreign investment company within the meaning of Section 1297 of the Code in respect of the taxation year ended December 31, 2016;

(bbb) the corporate records and minute books of the Company contain copies of all material proceedings of the shareholders, the Company Board and all committees of the Company Board and there have been no other meetings, resolutions or proceedings of the shareholders, the Company Board or any committees of the Company Board not reflected in such minute books and other records. The corporate records and minute books of the Company have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not reasonably be expected to have a Material Adverse Effect on the Company. Financial books and records and accounts of the Company: (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice; (ii) stated in reasonable detail end accurately and fairly reflect in all material respects the Offering; and (iii) accurately and fairly reflect in all material respects the basis for the consolidated financial statements of the Company;

(ccc) the Company and each of its Subsidiaries has conducted and is conducting its business in compliance with all, and is not in violation of any, applicable Laws of each jurisdiction in which it carries on business or holds assets, other than such non-compliance or violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company;

(ddd) the Company is not registered or required to be registered as an "investment company" under the U.S. Investment Company Act of 1940, as amended;

(eee) the Company has filed all reports required to be filed by it under the U.S. Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (the foregoing materials (together with any materials filed by the Company under the U.S. Exchange Act, whether or not required), collectively referred to herein as the SEC Reports) and the SEC Reports did not contain any untrue statement of a material fact or omit to state any material fact required to be stated there in or necessary in order to make the statements made therein, in light of the circumstances in which they were made, not misleading;

(fff) neither the Company or any of its affiliates, nor any person acting on its or their behalf has engaged or will engage in any form of “general solicitation” or “general advertising” (as such terms are defined in Rule 503(c) of Regulation D) in the United States in connection with the offer and sale of the Offered Shares;

(ggg) the Company has not for a period of six months prior to the date hereof sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemption from registration set forth in Section 4(a) (2) of the U.S. Securities Act to become unavailable for the offer and sale of the Offered Shares pursuant hereto;

(hhh) the Company is eligible to register the resale of the Offered Shares by the Subscriber using Form S-3 promulgated under the U.S. Securities Act, or any similar short-form registration statement that may be available at such time under the U.S. Securities Act;

(iii) with respect to each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA)), whether or not subject to ERISA, maintained or contributed to by the Company or its Subsidiaries or pursuant to which the Company or any such Subsidiary or any organization (an ERISA Affiliate) which, together with the Company and/or any such Subsidiary, would be treated as a “single employer” within the meaning of the Code, may have a liability (each, an Employee Benefit Plan), (i) each Employee Benefit Plan has been established and maintained in compliance with its terms and the requirements of all applicable Laws (including, without limitation, ERISA and the Code), except for any noncompliance that does not and would not result, individually or in the aggregate, in a material liability of the Company or its Subsidiaries, and all contributions and payments required to be made under any Employee Plan or related agreement have been made in a timely fashion or has been reflected on the most recent balance sheet filed prior to the date hereof or accrued in the accounting records of the Company and its Subsidiaries; (ii) there are no unfunded obligations of the Company or any of its Subsidiaries under any Employee Benefit Plan; and

(iii) each Employee Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service covering all tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and, to the Company’s knowledge, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination letter or opinion letter. None of the Company, any Subsidiary of the Company or any ERISA Affiliate currently maintains or contributes to, or has at any time maintained or contributed to or been obligated to contribute to, any plan, program or arrangement covered by Title IV of ERISA or subject to Section 412 of the Code or Section 302 of ERISA;

(jjj) neither the Company nor any of its Subsidiaries is a party to, bound by, negotiating or required to negotiate any collective bargaining agreement or other agreement with a labor union or other labor organization. No employees of the Company or any of its Subsidiaries are represented by any labor union or other labor organization. There are no activities or proceedings of any labor union or other labor organization to organize any employees of the Company or any of its Subsidiaries and no demand for recognition or certification as the exclusive bargaining representative of any employees has been made by or on behalf of any labor union or other labor organization. There are no pending or, to the knowledge of the Company, threatened, and, in the three year period prior to the date hereof, there have been no, strikes, lockouts, union organization activities (including, but not limited to, union organization campaigns or requests for representation), pickets, slowdowns, stoppages, material grievances or collective labor disputes or similar activity in respect of the business of the Company or its Subsidiaries that may, individually or in the aggregate, interfere in any material respect with the respective business activities of the Company or any of its Subsidiaries. The Company and each of its Subsidiaries are not engaged in and, in the three year period prior to the date hereof, have not engaged in any unfair labor practice that has resulted or could reasonably be expected to result, individually or in the aggregate, in any material liability to the Company or any of its Subsidiaries;

(kkk) the Company and each of its Subsidiaries is, and, in the three years prior to the date hereof has been, in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices (including equal employment opportunity laws), terms and conditions of employment, classification of employees, workers’ compensation, occupational safety and health, immigration, affirmative action, employee and data privacy, plant closings, and wages and hours. There is no pending or, to the knowledge of the Company, threatened charge, complaint, arbitration, audit or investigation brought by or on behalf of, or otherwise involving, any current or former employee, any person alleged to be a current or former employee, any applicant for employment, or any class of the foregoing, or any Governmental Entity, that involve the labor or employment relations and practices of the Company or any of its Subsidiaries that could reasonably be expected to result, individually or in the aggregate, in any material liability to the Company or any of its Subsidiaries;

(lll) neither the execution and delivery of this Subscription Agreement, shareholder (at the Company Meeting or otherwise) or other approval of this Subscription Agreement nor the consummation of the transactions contemplated hereby could, either alone or in combination with another event, (i) entitle any employee, director, officer or independent contractor of the Company or any of its Subsidiaries to severance pay or any material increase in severance pay, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Employee Benefit Plan, (iv) otherwise give rise to any material liability under any Employee Benefit Plan, (v) limit or restrict the right to merge, materially amend, terminate or transfer the assets of any Employee Benefit Plan on or following the later to occur of the Tier 1 Closing and the Tier 2 Closing, (vi) require a “gross-up,” indemnification for, or payment to any individual for any taxes imposed under Section 409A or Section 4999 of the Code or any other tax, or

(nnn) the Company and the Subsidiaries (i) do not have assets located in the United States having an aggregate total value of over $80.8 million; and (ii) did not make aggregate sales in or into the United States of over $80.8 million in their most recent fiscal year.

The Company hereby covenants and agrees with the Subscriber that at all times from the date of this Subscription Agreement until (i) the Tier 1 Closing Date, (ii) if the Tier 1 Closing has occurred, the Company Meeting or (iii) if the MI 61-101 Resolution is passed, the Tier 2 Closing Date, unless the Subscriber shall otherwise agree in writing or as otherwise expressly (A) contemplated or permitted by this Subscription Agreement, or (B) unanimously approved by the Company Board, it shall and shall cause each of its Subsidiaries to:

The representations and warranties of the Company contained in this Subscription Agreement shall survive the Tier 1 Closing and, if applicable, the Tier 2 Closing, and, notwithstanding such Closing, shall continue in full force and effect for the benefit of the Subscriber for a period of two years after the later to occur of the Tier 1 Closing Time or, if applicable, the Tier 2 Closing Time. The Subscriber acknowledges that it has had the opportunity to conduct a due diligence investigation with respect to the Company, and in no event shall the Company have any liability to the Subscriber with respect to a breach of representation or warranty under this Agreement to the extent that the Subscriber knew of such breach as of the Tier 1 Closing and, if applicable, the Tier 2 Closing.

The Subscriber is relying on the representations, warranties and covenants contained herein in making the decision to subscribe for the Offered Shares and make payment of consideration therefor, and the Company agrees to indemnify the Subscriber and its directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon.

The Subscriber hereby represents and warrants to, and covenants with, the Company as follows, with effect as of the date hereof and as of the Tier 1 Closing Time and, if applicable and only with respect to the Fundamental Subscriber Representations and Warranties, the Tier 2 Closing, and acknowledges that the Company is relying on such representations and warranties in connection with the transactions contemplated herein:

constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber, the Securities Laws or any other Laws applicable to the Subscriber, any agreement to which the Subscriber is a party, or any Order, statute, rule or regulation applicable to the Subscriber;

under the U.S. Securities Act may afford the basis for sales only in limited circumstances. The Subscriber understands that as an “affiliate” of the Company, it is subject to restrictions imposed by the

U.S. Securities Act on its ability to transfer the Offered Shares. The Subscriber does not have the protection of Section 11 of the U.S. Securities Act in connection with its purchase of the Offered Shares hereunder;

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1) DAY AFTER CLOSING DATE>”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE ISSUER THAT THESE SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE ISSUER, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D) INSIDE THE UNITED STATES PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, OR (E) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND THE APPLICABLE LAWS OF ANY OTHER JURISDICTION, PROVIDED THAT IN THE CASE OF (C), (D) OR (E) ABOVE, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE ISSUER A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE ISSUER. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

The representations, warranties and covenants of the Subscriber contained in this Subscription Agreement shall survive the Tier 1 Closing and, if applicable, the Tier 2 Closing, notwithstanding such Closing or any investigation made by or on behalf of the Company with respect thereto and notwithstanding any subsequent disposition by the Subscriber of any of the Offered Shares, shall continue in full force and effect for the benefit of the Company for a period of two years following the later to occur of the Tier 1 Closing Time or, if applicable, the Tier 2 Closing Time.

The Company is relying on the representations, warranties and covenants contained herein to determine the Subscriber’s eligibility to subscribe for the Offered Shares under applicable Securities Laws, and the Subscriber

agrees to indemnify the Company and its directors and officers against all losses, claims, costs, expenses, damages or liabilities which any of them may suffer or incur as a result of or arising from reliance thereon.

The Parties shall use their respective commercially reasonable efforts to obtain the authorizations, consents, waiting period expirations or terminations, Orders and approvals necessary or advisable for, and to avoid any Order which would block, their execution and delivery of, and the performance of their obligations pursuant to this Subscription Agreement. The Parties shall coordinate and cooperate with one another and shall exchange and provide information to each other, subject to entering into a reasonable joint defense and confidentiality agreement, as necessary for this Article 7. The Parties shall use commercially reasonable efforts to supply such assistance as may be reasonably requested by each another in connection with the foregoing. Subject to applicable confidentiality restrictions or restrictions required by applicable Law, the Parties will notify each other promptly upon the receipt of any request by any officials of any Governmental Entity for information or the production of any documents relating to an investigation of the transactions contemplated by this Subscription Agreement. Without limiting the generality of the foregoing, each Party shall, subject to such joint defense and confidentiality agreement, provide to the others (or the others’ respective advisors) upon request copies of all correspondence between such Party and any Governmental Entity relating to the transactions contemplated by this Subscription Agreement. In addition, to the extent reasonably practicable and acceptable to the Governmental Entity, all discussions, telephone calls, and meetings with a Governmental Entity regarding the transactions contemplated by this Subscription Agreement shall include representatives of both Parties. Subject to applicable Law, the Parties will consult and cooperate with each other in connection with any analyses, appearances, presentations, and memoranda submitted to any Governmental Entity regarding the transactions contemplated by this Subscription Agreement. Notwithstanding the foregoing, to the extent not precluded by MI 61-101, the Subscriber shall take all commercially reasonable steps to vote, or cause to be voted, the Offered Shares in favour of the special resolution approving the Articles of Amendment at the Company Meeting.

In addition to any other remedies which may be available to the Subscriber in respect of any default, act or failure to act, or non-compliance with the terms of this Subscription Agreement by the Company, the Subscriber shall be entitled, at the Subscriber’s sole discretion, to terminate and cancel, without any liability on such Subscriber’s part, the Subscriber’s obligations to purchase the Tier 1 Preferred Shares under this Subscription Agreement if any condition set out in Section 4.2 has not be satisfied by the Company or waived by the Subscriber on or prior to 3:00 pm (EST) on October 31, 2017, unless such failure was caused by the Subscriber’s bad faith or breach in any material respect of any provision of this Subscription Agreement, or unless such time restriction is amended by both the Company and Subscriber in writing.

In addition to any other remedies which may be available to the Company in respect of any default, act or failure to act, or non-compliance with the terms of this Subscription Agreement by the Subscriber, the Company shall be entitled, at the Company’s sole discretion, to terminate and cancel, without any liability on such Company’s part, the Company’s obligations to issue the Tier 1 Preferred Shares under this Subscription Agreement if any condition set out in Section 4.3 has not be satisfied by the Subscriber or waived by the Company on or prior to 3:00 pm (EST) on October 31, 2017, unless such failure was caused by the Company’s bad faith or breach in any material respect of any provision of this Subscription Agreement, or unless such time restriction is amended by both the Subscriber and Company in writing.

In addition to any other remedies which may be available to either Party in respect of any default, act or failure to act, or non-compliance with the terms of this Subscription Agreement by the other Party, either Party shall be entitled, at such Party’s sole discretion, to terminate and cancel this Subscription Agreement at any time prior to the Tier 2 Closing Time if any order or ruling is issued by any stock exchange or market, or any other Governmental Entity in Canada, the United States, or any other applicable jurisdiction; or any law or regulation under or pursuant to any statute of Canada or of any province thereof, the United States or any other applicable jurisdiction, is promulgated or changed which moratorium, inquiry, investigation, proceeding, order, ruling, law or regulation permanently restrains, enjoins or otherwise prohibits the transactions to be consummated at the Tier 2 Closing Time, as applicable, as contemplated by this Subscription Agreement and has become final and non-appealable.

If, despite the good faith efforts of both Parties and compliance in all materials respects with the provisions of this Subscription Agreement, the Company Shareholder Approval has not been obtained by February 28, 2018, then the Company and Subscriber shall, at the request of either Party, negotiate in good faith to determine if an alternative transaction can be undertaken between the Parties, and the manner in which the Parties would most effectively undertake such a transaction. If, despite the good faith efforts of the Parties, the Parties are not able to agree on an alternative transaction by April 30, 2018, this Subscription Agreement shall automatically terminate, without any liability on either Party, unless the failure to reach such an alternative transaction was caused by a Party’s bad faith or breach in any material respect of any provision of this Subscription Agreement.

The rights of termination contained in Sections 8.1, 8.2 and 8.3 may be exercised by the applicable Party giving written notice thereof to the other Party at any time prior to the Tier 1 Closing Time or, if applicable, Tier 2 Closing Time, and are in addition to any other rights or remedies such Party may have in respect of any default, act or failure to at or non-compliance by the other Party in respect of any of the matters contemplated by this Subscription Agreement or otherwise. In the event of any such termination, there shall be no further liability or obligation on the part of the Subscriber to the Company or on the part of the Company to the Subscriber except in respect of any liability or obligation under Sections 9.2, 9.3 and 9.5 of this Subscription Agreement, which will remain in full force and effect.

Each of the Parties, upon the request of each of the other Party hereto, whether before or after the Tier 1 Closing or the Tier 2 Closing, if applicable, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be necessary or desirable to complete the transactions contemplated herein.

All information with respect to this Subscription Agreement, the transactions contemplated hereby and all negotiations, discussions and actions related hereto shall be treated by the Parties as confidential information. A Party intending to make a public announcement or statement, including a news release, shall make the text of such announcement available to the other Party not less than two (2) Business Days prior to publication and the other Party may make suggestions for changes. If the Subscriber is identified in any such public announcement or statement, the Company shall not release the public announcement or statement without the Subscriber’s consent in writing, which consent the Subscriber may withhold in its sole discretion. Notwithstanding the

Time shall be of the essence of this Subscription Agreement and every part hereof.

All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Subscription Agreement and the transactions herein contemplated shall be paid and borne by the party incurring such costs and expenses.

This Subscription Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the Laws of the Province of British Columbia and the Laws of Canada applicable therein. Any and all disputes arising under this Subscription Agreement, whether as to interpretation, performance or otherwise, shall be subject to the non-exclusive jurisdiction of the courts of the Province of British Columbia and each of the Parties hereby irrevocably attorns to the jurisdiction of the courts of such jurisdiction.

This Subscription Agreement, including the Schedules hereto, constitutes the entire agreement between the parties with respect to the transactions contemplated herein and cancels and supersedes any prior understandings, agreements, negotiations and discussions between the Parties. There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied, between the Parties hereto other than those expressly set forth in this Subscription Agreement or in any such agreement, certificate, affidavit, statutory declaration or other document as aforesaid. This Subscription Agreement may not be amended or modified in any respect except by written instrument executed by each of the Parties.

This Subscription Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Subscription Agreement. Counterparts may be delivered either in original or faxed form and the Parties adopt any signature received by a receiving fax machine as original signatures of the Parties.

This Subscription Agreement may not be assigned by either Party except with the prior written consent of the other Party.

This Subscription Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, successors (including any successor by reason of the amalgamation or merger of any party), administrators and permitted assigns.

The Parties agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement or any of the Company’s covenants, agreements and obligations under the terms of the Preferred Shares were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached and that an award of money damages would be inadequate in such event. Accordingly, it is acknowledged that the Parties shall be entitled to equitable relief, without proof of actual damages, including an injunction or injunctions or orders for specific performance to prevent breaches of this Subscription Agreement or the Company’s covenants, agreements and obligations under the terms of the Preferred Shares and to enforce specifically the terms and provisions of this Subscription Agreement and the terms of the Preferred Shares in addition to any other remedy to which they are entitled at law or in equity as a remedy for any such breach or threatened breach. Each Party further agrees that the other Party shall not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9.11, and each Party (a) irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument and (b) agrees to cooperate fully in any attempt by the other Party in obtaining such equitable relief. Each Party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Subscription Agreement or the Company’s covenants, agreements and obligations under the terms of the Preferred Shares, as applicable.

The Company hereby accepts the subscription for the Offered Shares as set forth on the face page of this Subscription Agreement on the terms and conditions contained in this Subscription Agreement (including all applicable schedules) this 2nd day of October, 2017.

CP0 = the Conversion Price in effect immediately prior to the open of business on the Ex-Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be;

CP1 = the Conversion Price in effect immediately after the open of business on the Ex-Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be;

OS0 = the number of Common Shares outstanding immediately prior to the open of business on the Ex-Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and

OS1 = the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be.

Additionally, the Company shall cause to be delivered to the Subscriber an opinion from U.S. counsel in form and content customary for transactions of this nature, including, without limitation, with respect to no order or consent required, no investment company, no registration, no violation of laws, no order or consent required, no investment company, no registration and no violation of laws.

2.1.1     The Company will cause that number of individuals designated by the Shareholder set out in the Articles (the “Shareholder Designees”) to be appointed to the Board in accordance with the Articles either concurrently with the Tier 2 Closing or, if for any reason such Tier 2 Closing does not occur, then otherwise by resolution of the Board to add a director as provided for, and otherwise in accordance with, the Articles; provided that, in such circumstance, the Company agrees that it will, at the next annual general or special meeting held following the effective date hereof at which directors of the Company are to be elected, put before the shareholders of the Company an amendment to the Articles of the Company substantially in the form of Amendment to provide for the appointment of Shareholder Designees as set out therein. The Company and the Shareholder agree that, if required by applicable laws, any additional Shareholder Designees in addition to the two Shareholder Designees as are currently appointed pursuant to the Original Governance Agreement, will be independent director(s) for the purposes of applicable laws.

2.1.2    At each annual general or special meeting of the Company’s shareholders held following the effective date hereof at which directors of the Company are to be elected, the Company will put forward for nomination for election to the Board those Shareholder Designees that the Shareholder is entitled to nominate pursuant to the Articles (who need not be the same individuals as the Shareholder Designees appointed to the Board pursuant to Section 2.1(a) but shall be those individuals set out as RS Nominated Directors pursuant to a Nomination Notice as those terms are defined in the Articles), and shall use commercially reasonable efforts to obtain shareholder approval for the election of the Shareholder Designees at such meetings (including by soliciting proxies in favour of the Shareholder Designees) and to that end will support the Shareholder Designees for election in a manner no less rigorous or favourable than the manner in which the Company supports any of its other nominees.

2.1.3    The Company shall provide advance notice to the Shareholder of any upcoming shareholders’ meetings in accordance with Part 28 of the Articles.

2.1.4    In the event that any Shareholder Designee resigns, dies, becomes incapacitated or otherwise ceases to be a director prior to the expiration of his or her term as a director, such vacancy shall be filled in accordance with the provisions of section 5 of Part 28 of the Articles. The Company shall use all commercially reasonable steps, promptly upon receipt by it of a written notice from the Shareholder identifying a Shareholder Designee to fill such vacancy and in any event no later than five (5) business days following receipt of such written notice, as are necessary to call

a meeting of the board of directors to vote on the appointment of such Shareholder Designee to fill such vacancy (or to obtain a vote of the directors by way of unanimous written resolution) and take all such other steps as are required by the Articles and the Act with respect to such appointment.

The Shareholder agrees that, unless the written consent of the Company is obtained, the Shareholder will not at any time use, disclose or make available, to any Person, any information (herein “Confidential Information”) concerning the business or affairs of the Company acquired pursuant to the provisions of Section 4.1 and

4.2.2    where it is already in the public domain when disclosed to the Shareholder or becomes, after having been disclosed to the Shareholder, generally available to the public through publication or otherwise unless the publication or other disclosure was made directly or indirectly by the Shareholder in breach of this Agreement;

4.2.3    as required in order to comply with applicable laws, the orders or directions of any governmental authority, the requirements of any stock exchange or clearing house, or the requirements of any other regulatory authority having jurisdiction; and

4.2.4    to Affiliates of the Shareholder, provided such Persons have agreed to maintain such Confidential Information in confidence on terms substantially similar to those in this Section 4.2.

For so long as the Shareholder owns stock of the Company, the Company will use its reasonable efforts to avoid, in respect of any taxable year, being treated as a passive foreign investment company (“PFIC”) within the meaning of Section 1297 of the Code, including, but not limited to, causing a Subsidiary to file an election pursuant to Treasury Regulation Section ###-###-####-3. No later than 75 days after the end of each taxable year, the Company shall deliver to the Shareholder an analysis as to whether the Company believes that it will be treated as a PFIC in respect of such taxable year. Such analysis may be prepared by the Company, but in preparing such analysis the Company shall consult with its internationally recognized tax advisors.

Attention: Facsimile: Email:

Notwithstanding any other provision of these Articles, until the earlier of (i) forty-eight (48) months following the first issuance of Series A Preferred Shares, and (ii) the date RS no longer has a right to nominate one or more directors under Section 1 of Part 28, the following provisions shall apply:

1.In this Part, the following terms shall have the meanings assigned to them below:

“Company Shares” means the common shares in the capital of the Company as constituted on the date hereof;

“Independence Standards” means the standards set forth in NASDAQ Marketplace Rule 4200(a)(15) or any successor rule thereto, but not including the requirements for audit committee members set forth in NASDAQ Marketplace Rule 4350(d);

“Partially Diluted Basis” means the sum of (i) the total number of Company Shares beneficially owned by RS and (ii) the total number of Company Shares into which the Series A Preferred Shares beneficially owned by RS would be converted, assuming all Preferred Shares held by RS on any applicable date were converted into Company Shares as of the Mandatory Conversion Date, and outstanding Company Shares shall be determined based on the sum of (x) the number of outstanding Company Shares as of the date of determination and (y) the number of Company Shares that would be issued on conversion of the Series A Preferred Shares, assuming all Preferred Shares held by RS on any applicable date were converted into Company Shares as of the Mandatory Conversion Date.

“Record Date Notice” means the date of the letter filed on SEDAR by the Company’s registrar and transfer agent giving notice of the record date for determination of the shareholders entitled to notice of and to vote at any Shareholder Meeting; and

“Shareholder Meeting” means an annual general meeting of shareholders or special meeting of shareholders of the Company called for the purpose of electing directors to the board of directors of the Company.

being eligible to act as director(s) of the Company, the Company shall (i) nominate the RS nominee(s) to stand for election to the board of directors of the Company at the Shareholder Meeting, and (ii) solicit proxies from the holders of Company Shares in respect thereof which will be satisfied by delivery of a form of proxy to the holders of Company Shares following standard procedures consistent with past practice. For greater certainty, the Company (x) shall not be required to retain a third party solicitation agent, and (y) shall include the name of the RS nominee(s) to stand for election to the board of directors of the Company in the proxy to be delivered to each holder of Company Shares in respect of the Shareholder Meeting. The Nominating Shareholder shall also provide to the Company such other information regarding the RS nominee(s) as may be reasonably requested by the Company so as to comply with applicable proxy disclosure requirements under applicable securities laws, together with such other information, including a biography of the RS Nominated Directors, that is consistent with the information the Company intends to publish about management nominees as directors of the Company in the information circular to be prepared by the Company in connection with the election of directors at a Shareholder Meeting.

This Amended and Restated Lock-Up Agreement (this “Agreement”) is made as of [•], 2017 by and between Arbutus Biopharma Corporation, a British Columbia corporation (the “Company”), and Roivant Sciences Ltd., a Bermuda exempted limited company (the “Shareholder”).

WHEREAS, as an inducement for the Company to enter into the Subscription Agreement and consummate the subscription, and for the Company to enter into an amended and restated governance agreement dated as of the date hereof with the Shareholder (the “Governance Agreement”), the Shareholder has agreed to execute and deliver this Agreement; and

“The term “Registrable Securities” means (A) the shares of Common Stock issued to the OnCore Holders pursuant to the Merger Agreement and any assignee or transferee thereof in accordance with Section 1.12 hereof, (B) any and all shares of Common Stock issuable or issued upon conversion of the Series A Preferred Shares, and (C) any shares of Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in clauses (A) and (B) above or the Series A Preferred Shares. Notwithstanding the foregoing, Registrable Securities shall not include any securities (x) sold by a person to the public pursuant to a registration statement (on Form S-8 or

otherwise) or pursuant to Rule 144, (y) sold in a private transaction in which the transferor’s rights under Section 1 of this Agreement are not assigned or (z) held by a Holder (together with its affiliates and other Holders that share a common investment advisor with such Holder) if such Holder (together with its affiliates and other Holders that share a common investment advisor with such Holder) beneficially owns less than 3% of the Company’s outstanding shares of Common Stock, if such securities may then be sold pursuant to Rule 144(b)(1).”

“(q) The term “Series A Preferred Shares” means the shares of the series of convertible participating preferred shares of the Company designated as “Series A Participating Convertible Preferred Shares” and convertible into shares of Common Stock in accordance with the terms set forth in that certain Terms of Series A Participating Convertible Preferred Shares of the Company, authorized by the Board on [•], 2017.

5.Governing Law. This Amendment shall be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York without giving effect to principles of conflicts of laws.

6.Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

7.Necessary Action. Each party shall perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Amendment.

This Amended and Restated Standstill Agreement (this “Agreement”) is made as of [•], 2017 by and between Arbutus Biopharma Corporation, a British Columbia corporation (“Arbutus” or the “Company”), and Roivant Sciences Ltd., a Bermuda exempted limited company, for and on behalf of itself and entities and accounts that it controls directly or indirectly, or with respect to which it exercises voting discretion, whether such entities or accounts now exist or are organized in the future (collectively, the “Shareholder”).

WHEREAS, on January 11, 2015 the Company and the Shareholder entered into that certain Standstill Agreement (the “Original Agreement”);

WHEREAS, on the October 2, 2017, the Company entered into a Subscription Agreement by and among the Shareholder and the Company (the “Subscription Agreement”);

WHEREAS, pursuant to the Subscription Agreement, the Shareholder will purchase shares of Series A Participating Convertible Preferred Stock of the Company which are convertible into Common Stock (the “Preferred Shares”);

WHEREAS, as an inducement for the Company to enter into the Subscription Agreement and consummate the subscription, and for the Company to enter into an amended and restated governance agreement dated as of the date hereof with the Shareholder (the “Governance Agreement”), the Shareholder has agreed to execute and deliver this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration that the parties hereby acknowledge, the parties hereby amend and restate the Original Agreement in its entirety as follows:

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.