The investor wants the threshold to be high enough that these shares, when the loan is converted into shares, are in a company that is both promising and sufficiently financed. However, the investment entity intends to ensure that the amount set is both realistic and achievable. 16. Applicable law – This loan agreement (and all transactions, documents, instruments or other agreements in this loan agreement) is interpreted and governed exclusively by the laws and laws of Canada in quebec, and the courts of Quebec (and, if applicable, the Supreme Court of Canada) are exclusively intended to adjudicate all related disputes. The undersigned irrevocably agrees with the jurisdiction of these courts and accepts the opening of proceedings before these courts. However, this provision is not construed as affecting the investor`s right to apply an arbitral judgment or award outside that province, including the right to register and apply a judgment or award in another jurisdiction. (a) the corporation was duly incorporated and is valid under the Corporation Act and has not been suspended or dissolved under the Corporations Act and is well known for submitting annual reports to the Industrial Director of the Corporations Act; (b) the company has all the power and business capacity to own its assets and fortunes and continue its activities as currently managed by it, and to enter into and execute this loan agreement, and the Investor Rights Agreement dates the granting of investor pre-emption rights (the Investor Rights Agreement and with the loan agreement , “transaction documents”). , and to fulfill their obligations under each of these documents; (c) the company has acquired all essential licences, registrations, permits, authorizations, authorizations and authorizations necessary to continue its business activities, and these licences, registrations, permits, permits, permits and permits are in good note, and the company operates in accordance with all the main applicable legal provisions, rules and rules of any jurisdiction in which its activities are conducted; (d) each of the transaction documents, when executed and delivered, constitutes a legal, valid and binding obligation of the company, applicable to the company in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws that affect the rights of creditors in general and fair principles; (e) neither the execution and provision of transaction documents nor compliance with the terms and conditions of the transaction documents prohibit the terms or lead to a violation of any of the terms or conditions of: (i) an agreement, instrument or agreement to which the company is now a party or is or may be bound; (ii) any judgment or decision, writing, ordering, ordering, ordering or making by a court; or (iii) applicable legislation, regulations or regulatory policy; (f) this loan agreement (and the transfer rights it confers) are in accordance with all applicable securities laws and that INVESTOR releases and releases all its rights, securities and interest (including its processing rights) from all pre-emption rights, mortgages, pledges, fees, security interest, claims, pledges and claims arising from the company`s acts or omissions. , other than resale restrictions imposed by existing securities laws; and (g) the capitalization table attached to INVESTOR`s conditional financing offer and accepted by the Corporation includes all issued and outstanding shares of the Company`s capital, as well as all options issued and outstanding, warrants, securities and other rights to acquire shares of the Company`s capital at the time of this issue.