Nuran Wireless (NRRWF) sets Series A preferred terms and resale rights

Rhea-AI Filing Summary

Nuran Wireless Inc. entered into a Registration Rights Agreement with investors in its private placement of Series A Convertible Preferred Shares and accompanying B Warrants. The agreement grants these holders demand, piggyback and shelf registration rights for the Common Shares issuable upon conversion of the preferred shares and exercise of the B Warrants, using Form F-3 or Form F-10 and potentially the MJDS regime.

If registration is delayed or becomes unusable beyond specified periods, the company must pay 0.5% liquidated damages of each holder’s subscription amount per month, capped at 5%. A Warrants and their underlying Common Shares are explicitly excluded from these rights. The Series A Convertible Preferred Shares rank senior to Common Shares for dividends and liquidation and form a series of up to 2,000,000 authorized preferred shares. Changes to the Series A terms generally require approval from holders of at least 67% of the outstanding Series A. A separate plan of distribution confirms the registration is for resale by selling securityholders, with the company receiving proceeds only from any warrant exercises.

Filing Explained

The agreement grants resale-registration rights only under U.S. securities law; it does not require a Canadian prospectus, so U.S. effectiveness may not remove Canadian resale restrictions or legends on the shares.

Key Figures

Liquidated damages rate: 0.5% Liquidated damages cap: 5% Authorized Series A Preferred: 2,000,000 shares +2 more

5 metrics

Liquidated damages rate 0.5% Monthly damages on each Event Date based on subscription amount

Liquidated damages cap 5% Maximum aggregate damages as a percentage of each holder’s subscription

Authorized Series A Preferred 2,000,000 shares Maximum Series A Convertible Preferred Shares authorized in share structure

Allowed Delay limits 45 / 90 days Up to 45 consecutive or 90 total days per 12 months to suspend use of prospectus

Series A consent threshold 67% Required outstanding Series A approval for certain changes and ranking exceptions

Key Terms

Registrable Securities, Multijurisdictional Disclosure System, Liquidated Damages, Beneficial Ownership Limitation, +2 more

6 terms

Registrable Securities regulatory

"“Registrable Security” shall mean (a) the Common Shares issuable or issued upon conversion"

Multijurisdictional Disclosure System regulatory

"“MJDS” shall mean the Multijurisdictional Disclosure System of the United States and Canada."

A multijurisdictional disclosure system is a regulatory framework that lets a company file one set of official documents and have them accepted by regulators in multiple countries, rather than preparing separate filings for each place. For investors, it means faster, more consistent access to a company’s financial reports and material news across borders, reducing delays and making it easier to compare information the way a single, shared form simplifies multiple applications.

Liquidated Damages financial

"the Company shall pay to each Holder, in cash, as liquidated damages and not as a penalty"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

Beneficial Ownership Limitation regulatory

"the Beneficial Ownership Limitation set out in Article 29.7 may not be waived"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Shelf Registration Statement regulatory

"“Shelf Registration Statement” shall mean any Registration Statement that includes a base shelf"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Fundamental Transaction financial

"“Fundamental Transaction” shall mean any merger, amalgamation, arrangement, consolidation"

Offering Details

shelf/secondary

Offering

Offering Type shelf/secondary

Use of Proceeds Company will not receive proceeds from resales of Common Shares, other than any exercise price paid on warrant exercises.

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FAQ

What does NRRWF’s new Registration Rights Agreement provide to Series A investors?

It grants Series A holders registration rights to resell Common Shares issuable from preferred share conversions and B Warrant exercises, including demand and shelf registrations on Form F-3 or F-10, subject to detailed timing and cooperation covenants.

How do liquidated damages work under NRRWF’s registration covenant?

If registration deadlines or continuous effectiveness requirements are missed, Nuran must pay holders 0.5% per month of their subscription amount, capped at an aggregate 5%, until the issue is cured or the securities cease to be registrable.

Are A Warrants included in the NRRWF registration rights?

No. The agreement states that the A Warrants and their underlying Common Shares are excluded and do not constitute Registrable Securities, meaning they carry no contractual registration rights under this document.

How do NRRWF’s Series A Convertible Preferred Shares rank versus common stock?

The Series A Convertible Preferred Shares rank senior to Common Shares and other junior securities for dividends and liquidation, on parity with any parity securities, and junior to no other class unless otherwise approved by 67% of Series A holders.

How many Series A Convertible Preferred Shares can NRRWF issue under its articles?

The company’s authorized share structure includes up to 2,000,000 Series A Convertible Preferred Shares within its preferred share class, each carrying the special rights and restrictions set out in the amended and restated terms.

Will NRRWF receive proceeds from the resale of registered Common Shares?

The plan of distribution specifies Nuran will not receive proceeds from selling securityholders’ resales of Common Shares, other than any exercise price paid when warrants are exercised to obtain those shares.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number: 000-56857

NURAN WIRELESS INC.

(Registrant)

2150 Cyrille-Duquet Street, Suite 100

Quebec, Quebec, G1N 2G3 Canada

(Address of Principal Executive Offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐               Form 40-F ☒

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NURAN WIRELESS INC.
		(Registrant)
Date: August 10, 2026		By	/s/ Francis Letourneau
			Francis Letourneau
			Chief Executive Officer

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Registration Rights Agreement dated July 31, 2026
99.2		Amended and Restated Special Rights and Restrictions
99.3		Notice of Articles dated August 7, 2026

Exhibit 99.1

REDACTED

Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”), dated as of July 31, 2026, is made and entered into by and between Nuran Wireless Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), and [*****], a corporation existing under the laws of Ontario, Canada (the “Holder” and the Holder together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders”).

RECITALS

WHEREAS, concurrently herewith the Company and the Holders have entered into a private placement subscription agreement (the “Subscription Agreement”) providing for the issuance of Series A Convertible Preferred Shares of the Company (the “Preferred Shares”) and common share purchase warrants (the “B Warrants”); and

WHEREAS, in connection therewith, the Company has agreed to grant the Holders the registration rights set forth in this Agreement with respect to the Common Shares issuable upon conversion of the Preferred Shares and upon exercise of the B Warrants.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of any director of the Company, the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Allowed Delay” shall have the meaning given in subsection 3.4.1.

“BCSC” shall mean the British Columbia Securities Commission, or such other Canadian securities regulatory authority as is the principal regulator of the Company.

“BCSC Final Receipt” shall mean a final receipt issued by the applicable Canadian securities regulatory authority in respect of a prospectus of the Company forming part of a Registration Statement filed under the MJDS.

“Board” shall mean the Board of Directors of the Company.

“Closing Date” shall mean the date of the first closing of the purchase and sale of Preferred Shares under the Subscription Agreement.

“Commission” shall mean the U.S. Securities and Exchange Commission.

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“Common Shares” shall mean the common shares in the capital of the Company.

“Company” shall have the meaning given in the Preamble.

“Demand Registration” shall have the meaning given in subsection 2.1.2.

“Demanding Holder” shall have the meaning given in subsection 2.1.2.

“Effectiveness Deadline” shall have the meaning given in subsection 2.1.1.

“Effectiveness Period” shall mean the period commencing on the date a Registration Statement is declared effective and terminating on the earlier of (i) the date on which all Registrable Securities covered by such Registration Statement have been sold and (ii) the date on which all securities covered by such Registration Statement cease to be Registrable Securities.

“Event” and “Event Date” shall have the meanings given in subsection 2.1.2.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as it may be amended from time to time.

“Filing Deadline” shall have the meaning given in subsection 2.1.1.

“Form F-1” shall have the meaning given in subsection 2.1.2.

“Fundamental Transaction” shall mean any merger, amalgamation, arrangement, consolidation, reorganization, share exchange, business combination or sale of all or substantially all of the assets of the Company, in each case pursuant to which the Common Shares are converted into or exchanged for securities of another person.

“Form F-3” shall have the meaning given in subsection 2.3.

“Form F-10” shall have the meaning given in subsection 2.3.

“Holder” shall have the meaning given in the Preamble.

“Liquidated Damages” shall have the meaning given in subsection 2.1.2.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.5.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“MJDS” shall mean the Multijurisdictional Disclosure System of the United States and Canada.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Plan of Distribution” shall mean the plan of distribution in substantially the form attached hereto as Exhibit A.

“Pro Rata” shall have the meaning given in subsection 2.1.5.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Prospectus Date” shall mean the date of the final prospectus filed with the Commission and declared effective and relating to the Company’s initial public offering.

“Prospectus Supplement” shall mean a Prospectus as supplemented with information regarding the Holders and the Registrable Securities, as contemplated in subsection 2.1.1.

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“Registrable Security” shall mean (a) the Common Shares issuable or issued upon conversion of the Preferred Shares (including in respect of accrued paid-in-kind dividends and any increase in the deemed paid-up capital thereof), (b) the Common Shares issuable or issued upon exercise of the B Warrants, (c) any other Common Shares held by a Holder as of the date of this Agreement, and (d) any other equity security of the Company issued or issuable with respect to any of the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation, arrangement or reorganization; provided, however, that the Common Shares issuable upon exercise of the A Warrants (as defined in the Subscription Agreement) shall not constitute Registrable Securities; and provided further that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. For greater certainty, and notwithstanding the foregoing, a security shall also cease to be a Registrable Security at such time as it becomes eligible for resale by the Holder pursuant to Rule 144 without volume or manner of sale limitations and without any requirement for the Company to be in compliance with the current public information requirement under Rule 144(c), and without any restrictive legend or Canadian hold period continuing to apply thereto.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.

“Registration Rights Holders” means the Holders.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in subsection 2.1.2.

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“Required Holders” shall mean the Holders beneficially owning a majority of the then outstanding Registrable Securities.

“Rule 144” shall mean Rule 144 promulgated under the Securities Act, as amended from time to time.

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended from time to time.

“Shelf Registration Statement” shall mean any Registration Statement that includes a base shelf prospectus contemplating offers and sales of securities of the Company on a continuous or delayed basis in accordance with applicable United States and Canadian rules and regulations for shelf offerings.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering (as defined below) and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

ARTICLE II
REGISTRATIONS

2.1 Demand Registration.

2.1.1 Registration. The Company agrees that, within forty-five (45) calendar days after the Closing Date (the “Filing Deadline”), the Company will file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the resale or other disposition of all of the Registrable Securities (or such lesser number as the Commission may permit under Rule 415, in which case the Company shall file additional Registration Statements covering the balance as promptly as permitted). The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as reasonably practicable and in any event no later than the earlier of (i) ninety (90) calendar days after the Closing Date and (ii) the fifth (5th) Business Day after the date the Company is notified by the Commission that such Registration Statement will not be reviewed or is no longer subject to further review (the “Effectiveness Deadline”). If the Registration Statement is not filed by the Filing Deadline or declared effective by the Effectiveness Deadline, or if after effectiveness sales cannot be made thereunder for more than thirty (30) consecutive days or sixty (60) days in any twelve-month period (other than during a permitted suspension under Section 3.4), the Company shall pay to each Holder, as liquidated damages and not as a penalty, an amount equal to one percent (1.0%) of the aggregate subscription amount paid by such Holder for the Preferred Shares in respect of each thirty (30) day period (pro-rated for partial periods) during which such failure continues, up to a maximum of six percent (6.0%) in the aggregate. Subject to the limitations contained in this Agreement, the Company shall effect any Registration on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the resale or other disposition of the Registrable Securities by the Holders of Registrable Securities. If at any time a Registration Statement filed with the Commission pursuant to this subsection 2.1.1 is effective and the Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will use its commercially reasonable efforts to amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.

2.1.2 Request for Registration. Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, at any time and from time to time on or after Closing Date, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and any Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by such Holder of Registrable Securities of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.

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2.1.3 Effective Registration. Notwithstanding the provisions of subsection 2.1.2 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.4 Underwritten Offering. Subject to the provisions of subsection 2.1.5 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. If the Holder proposes to distribute the Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.1.4, it shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.1.5 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Shares or other equity securities that the Company desires to sell, if any, and the Common Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of the Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Shares or other equity securities that the Company desires to sell which can be sold without exceeding the Maximum Number of Securities.

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2.1.6 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.2 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration as provided in Section 3.3 prior to its withdrawal under this subsection 2.1.6.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If, at any time on or after the Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holder pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If the Holder proposes to distribute Holder’s Registrable Securities through an Underwritten Offering under this subsection 2.2.1, it shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Shares that the Company desires to sell, taken together with (i) the Common Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holder hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Common Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of the Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Common Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of the Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata based on the number of Registrable Securities that each such Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders of Registrable Securities have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

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2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration as provided in Section 3.2 prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Registrations on Form F-3 or F-10. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form F-3 (“Form F-3”) or Form F-10 (“Form F-10”) or any similar short form registration statement that may be available at such time, including any required Prospectus supplement; provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from any Holder or Holders of Registrable Securities for a Registration on Form F-3, F-10, or other applicable Commission form, the Company shall promptly give written notice of the proposed Registration on Form F-3, F-10 or other applicable Commission Form to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within ten (10) days after the receipt by such Holder of Registrable Securities of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form F-3, F-10 or other applicable Commission form, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if a Form F-3, F-10 or any other applicable Commission form is available for such offering.

2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders of Registrable Securities prior to receipt of a Demand Registration pursuant to subsection 2.1.2 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders of Registrable Securities have requested an Underwritten Registration and the Company and such Holders are unable to obtain the commitment of Underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such holder a certificate signed by any director or officer of the Company or the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days.

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2.5	Rule 415 Cutback. If the Commission limits the number of Registrable Securities that may be registered for resale on any Registration Statement, the Company shall register the maximum number permitted and shall reduce the number of Registrable Securities included pro rata among the Holders based on the number of Registrable Securities held by each, and shall use its commercially reasonable efforts to register the balance as promptly as permitted by the Commission and in any event within ten (10) Business Days after the date on which such registration is permitted.
2.6	No Canadian Qualification. For greater certainty, nothing in this Agreement obligates the Company to file a prospectus or similar document under the securities laws of any province or territory of Canada, and the registration rights granted hereunder relate solely to registration under the Securities Act. Each Holder acknowledges that the Registrable Securities may remain subject to a restricted period and legend under applicable Canadian securities laws notwithstanding the effectiveness of any Registration Statement.
2.7	A Warrants Excluded. The parties acknowledge and agree that the A Warrants and the Common Shares issuable upon exercise thereof do not constitute Registrable Securities and carry no registration rights hereunder.
2.8	Form of Registration Statement; MJDS. The Registration Statement filed pursuant to subsection 2.1.1 shall be on Form F-3 or Form F-10 (or, if neither is then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities), and may be a Shelf Registration Statement, in which case the Prospectus contained therein need not name the Holders nor identify the Registrable Securities provided that such Prospectus is supplemented with such information by the filing of a Prospectus Supplement following effectiveness. Where the Registration Statement is filed under the MJDS, the Effectiveness Deadline shall be the earlier of (i) one hundred twenty (120) days following the Closing Date and (ii) five (5) days after the date the Company obtains the BCSC Final Receipt; and where the Registration Statement is filed on a non-MJDS form, five (5) days after the SEC notifies the Company that the Registration Statement will not be reviewed or is no longer subject to further review; provided that where the Registration Statement is a Shelf Registration Statement, the Company shall have five (5) days following the BCSC Final Receipt or such notification to file the Prospectus Supplement.
2.9	Plan of Distribution; No Underwriter Designation. Subject to any comments of the Commission or the BCSC, each Registration Statement (or, in the case of a Shelf Registration Statement, the applicable Prospectus Supplement) shall include a plan of distribution in substantially the form of the Plan of Distribution attached as Exhibit A. No Holder shall be named as an “underwriter” in any Registration Statement or Prospectus Supplement without such Holder’s prior written consent, unless so required by the Commission or the BCSC
2.10	Rule 416 Coverage. Each Registration Statement and, if applicable, Prospectus Supplement shall also cover, to the extent permitted by the Securities Act and Rule 416 thereunder, such indeterminate number of additional Common Shares as may become issuable in respect of the Registrable Securities as a result of share splits, share dividends, recapitalizations or similar transactions.
2.11	No Other Selling Securityholders. No Registration Statement filed pursuant to subsection 2.1.1, and no Prospectus Supplement thereto, shall include Common Shares or other securities of the Company for the account of any other person without the prior written consent of the Required Holders, provided that the Company may include a primary offering by the Company therein.
2.12	Notice of Effectiveness. The Company shall notify the Holders by email as promptly as practicable, and in any event within twenty-four (24) hours, after any Registration Statement is declared effective (and, if applicable, the Prospectus Supplement is filed), and shall simultaneously provide the Holders with copies of any related Prospectus to be used in connection with the sale or other disposition of the securities covered thereby.
2.13	Liquidated Damages. If (i) a Registration Statement is not filed on or prior to the Filing Deadline, (ii) a Registration Statement is not declared effective (and, if applicable, the Prospectus Supplement filed) on or prior to the Effectiveness Deadline, (iii) the Company fails to comply with its Rule 144 information obligations under Section 3.5 at any time after the ninetieth (90th) day following the Closing Date, or (iv) after effectiveness, other than during an Allowed Delay, a Registration Statement ceases to remain continuously effective as to all Registrable Securities included therein or the Holders are not permitted to use the Prospectus to resell Registrable Securities, in each case for more than forty-five (45) consecutive calendar days or ninety (90) calendar days (which need not be consecutive) in any twelve-month period (each, an “Event”, and the date of occurrence thereof or, in the case of clause (iv), the date such period is exceeded, an “Event Date”), then, in addition to any other rights of the Holders: (a) within five (5) business days after an Event Date arising under clause (i), the Company shall pay to each Holder, in cash, as liquidated damages and not as a penalty, an amount equal to 0.5% of the aggregate subscription amount paid by such Holder under the Subscription Agreement in respect of Registrable Securities held on such Event Date; and (b) on each monthly anniversary of any Event Date until the earlier of the cure of the Event and the date the securities cease to be Registrable Securities, the Company shall pay to each Holder a further amount equal to 0.5% of such aggregate subscription amount in respect of unregistered Registrable Securities then held. No Liquidated Damages shall be payable in respect of any period after expiry of the Effectiveness Period, and the aggregate Liquidated Damages payable to a Holder shall not exceed 5% of the aggregate subscription amount paid by such Holder. Nothing herein precludes a Holder from pursuing any other remedy at law, specific performance or other equitable relief. The Filing Deadline and Effectiveness Deadline shall be extended, without default or Liquidated Damages, to the extent the Company’s failure results from a Holder’s failure to timely provide information required under Section 3.6.

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2.14 Precedence. In the event of any inconsistency between the liquidated damages provisions set out in subsection 2.1.1 and those set out in Section 2.13, the provisions of Section 2.13 shall govern, and the liquidated damages sentence in subsection 2.1.1 shall be of no force or effect

ARTICLE III
COMPANY PROCEDURES

3.1 General Procedures. If at any time on or after the Closing Date the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders of Registrable Securities or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

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3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities included in any registration to be listed on the Nasdaq Stock Market (or such other national securities exchange on which the Common Shares are then listed) and on the Canadian Securities Exchange (or such other Canadian exchange on which the Common Shares are then listed), and to be eligible for deposit and clearing through the facilities of The Depository Trust Company;

3.1.6 provide a transfer agent as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders of Registrable Securities at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders of Registrable Securities (such representative to be selected by a majority of the participating Holders of Registrable Securities), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders of Registrable Securities, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders of Registrable Securities, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders of Registrable Securities;

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3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders of Registrable Securities, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company, including the reasonable fees and disbursements of one (1) counsel to the Holders. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth above, all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity agrees to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, the Holder shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders of Registrable Securities, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holder agrees to suspend, immediately upon its receipt of the notice referred to above, its use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of Registrable Securities of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5 Reporting Obligations. As long as the Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holder with true and complete copies of all such filings. The Company further covenants that it shall take such further action as the Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell shares of the Common Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of the Holder, the Company shall deliver to the Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Maintenance of Effectiveness. The Company shall use its commercially reasonable efforts to cause each Registration Statement to remain continuously effective, and to prepare and file such amendments, post-effective amendments and supplements to the Registration Statement and Prospectus as may be necessary to keep it effective and compliant with the Securities Act and the Exchange Act, for the entire Effectiveness Period, and shall advise each Holder in writing when the Effectiveness Period has expired as to its Registrable Securities.

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3.7	Advance Review of Filings. The Company shall provide to the Holders for review copies of each Registration Statement and all amendments and supplements thereto (including any Prospectus Supplement) no fewer than seven (7) days prior to their filing with the Commission, and shall not file any document to which a Holder reasonably objects; provided that the Company shall not be required to provide in advance any periodic or current report filed under the Exchange Act and available on EDGAR, notwithstanding that such report may be deemed a post-effective amendment.
3.8	Stop Orders. The Company shall use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness by the Commission or any Canadian securities regulatory authority and (ii) if any such order is issued, obtain its withdrawal at the earliest possible moment, and shall notify the Holders promptly upon becoming aware of the issuance or threatened issuance of any such order.
3.9	Blue Sky. Prior to any public offering of Registrable Securities, the Company shall use commercially reasonable efforts to register or qualify, or cooperate with the Holders in the registration or qualification of, the Registrable Securities for offer and sale under the securities or blue sky laws of such United States jurisdictions as the Holders reasonably request, and to do all other commercially reasonable acts necessary to enable the distribution thereof in such jurisdictions; provided that the Company shall not be required to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (ii) subject itself to general taxation in any such jurisdiction, or (iii) file a general consent to service of process in any such jurisdiction.
3.10	Notice of Misstatement. The Company shall, promptly and in any event no later than two (2) business days following the occurrence of the relevant event, notify the Holders at any time prior to the end of the Effectiveness Period upon discovery that, or upon the happening of any event as a result of which, the Prospectus contains a Misstatement; provided that the Company shall not, without the prior written consent of the affected Holder, disclose to such Holder any material non-public information giving rise to such event. The Company shall promptly prepare, file and furnish to such Holder a supplement or amendment to such Prospectus (or any filing deemed incorporated by reference therein) as may be necessary so that the Prospectus no longer contains a Misstatement.
3.11	Rule 172, Rule 424 and MJDS Compliance; Earnings Statement. The Company shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and the Exchange Act, including Rule 172, and shall file any final Prospectus or Prospectus Supplement required to be filed pursuant to Rule 424 or General Instruction II.L of Form F-10, as applicable. The Company shall promptly inform the Holders in writing if at any time during the Effectiveness Period it does not satisfy the conditions of Rule 172 such that the Holders are required to deliver a Prospectus in connection with any disposition. Beginning after the effective date of each Registration Statement, the Company shall make available to its securityholders an earnings statement satisfying Section 11(a) of the Securities Act and Rule 158 thereunder covering a period of at least twelve (12) months, no later than the Availability Date, it being understood that the Company’s reports filed with the Commission shall satisfy this obligation. For this purpose, “Availability Date” means the forty-fifth (45th) day following the end of the fourth fiscal quarter of the fiscal year that includes the effective date of such Registration Statement, except that where such fourth fiscal quarter is the last quarter of the Company’s fiscal year, the ninetieth (90th) day after the end of such quarter.
3.12	Rule 144 Covenant. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation permitting the sale of Registrable Securities to the public without registration, the Company covenants to (i) make and keep public information available as contemplated by Rule 144 until all Registrable Securities have been resold pursuant to a Registration Statement, Rule 144 or otherwise in a transaction in which the transferee receives freely tradeable shares, (ii) file with the Commission in a timely manner all reports and other documents required under the Exchange Act, and (iii) furnish to each Holder upon request, for so long as such Holder holds Registrable Securities, a written statement that the Company has complied with its Exchange Act reporting requirements and such other information as may reasonably be requested to enable the Holder to avail itself of any such rule or regulation.

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3.13	Legend Removal and Transfer Agent Instructions. In connection with any sale of Registrable Securities pursuant to a Registration Statement or Rule 144, or at such time as the Registrable Securities are no longer subject to restrictions on transfer under United States or Canadian securities laws, the Company shall, at its expense and within two (2) business days of a request from a Holder accompanied by any customary representations and, if required, a legal opinion (which the Company shall cause its counsel to provide at the Company’s expense where the Company’s transfer agent requires it), cause its transfer agent to remove all restrictive legends from the certificates or book-entry positions representing such securities and to deliver unlegended securities to the Holder or its designee, including by electronic delivery through the facilities of The Depository Trust Company.
3.14	Allowed Delay. For not more than forty-five (45) consecutive days, or for a total of not more than ninety (90) days in any twelve (12) month period, the Company may suspend the use of any Prospectus included in a Registration Statement where it determines in good faith that such suspension is necessary to (i) delay the disclosure of material non-public information the disclosure of which is not at such time in the best interests of the Company, or (ii) amend or supplement the Registration Statement or Prospectus so that it does not contain a Misstatement (an “Allowed Delay”); provided that the Company shall, promptly and in any event no later than one (1) business day after the occurrence of the event causing the Allowed Delay, notify each Holder in writing of the commencement of the Allowed Delay, without disclosing the content of any material non-public information, and shall notify each Holder in writing of the termination of the Allowed Delay promptly upon its occurrence and in any event no later than one (1) business day thereafter.
3.15	Holder Information Obligations. Each Holder shall furnish to the Company in writing such information regarding itself, the Registrable Securities held by it and the intended method of disposition thereof (if substantially different from the Plan of Distribution) as may reasonably be required to effect the registration of such Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) business days prior to the first anticipated filing date of any Registration Statement (or, in the case of a Shelf Registration Statement, of the Prospectus Supplement), the Company shall notify each Holder of the information it requires. A Holder electing to have its Registrable Securities included shall provide such information at least three (3) business days prior to such anticipated filing date. If a Holder fails to provide such information on a timely basis, the Company shall give prompt written notice that such Holder’s Registrable Securities will be excluded from the filing.

ARTICLE IV
INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, the Holder, its officers and directors and each person who controls the Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) and each other Holder of Registrable Securities to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which the Holder is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Holder expressly for use therein. The Holder shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) and each other Holder of Registrable Securities to the same extent as provided in the foregoing with respect to indemnification of the Company. The obligation by the Holders of Registrable Securities to indemnify the Company shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

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4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. If the Holder participates in an offering, the Company and the Holder also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or the Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of the Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by the Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

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ARTICLE V
MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: 100 – 2150 Cyrille-Duquet Street, Quebec, QC, G1N 2G3 ([*****]), and, if to the Holder, at the Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holder.

5.2.3 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES, AND (II) ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL AND STATE COURTS LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND EACH PARTY IRREVOCABLY ATTORNS TO THE JURISDICTION THEREOF AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS. THE PARTIES ACKNOWLEDGE THAT THE SUBSCRIPTION AGREEMENT IS GOVERNED BY THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA AND THAT THE FOREGOING CHOICE OF LAW IS MADE HAVING REGARD TO THE FACT THAT THE SUBJECT MATTER OF THIS AGREEMENT IS THE REGISTRATION OF SECURITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

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5.5 Amendments and Modifications. Compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified, in each case with the written consent of the Company and of the Holders of at least a majority in interest of the Registrable Securities at the time in question; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects the Holder, solely in its capacity as a Holder of the shares of the Company, in a manner that is materially different from the other Holders of Registrable Securities (in such capacity) shall require the consent of the Holder. No course of dealing between the Holder or the Company and any other party hereto or any failure or delay on the part of the Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of the Holder, the other Holders of Registrable Securities or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6	Term. This Agreement shall terminate upon the date as of which all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)). The provisions of Section 3.5 and Article IV shall survive any termination.
5.7	Required Holders Consent. Any term of this Agreement may be amended, and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders.
5.8	Transfer of Registration Rights by Holders. Notwithstanding Section 5.2, a Holder may transfer or assign, in whole or from time to time in part, to one or more persons its rights under this Agreement in connection with a transfer of Registrable Securities to such person, provided that the transferring Holder complies with all laws applicable to such transfer and provides written notice of the assignment to the Company promptly after it is effected, and the transferee agrees in writing to be bound by this Agreement.
5.9	Fundamental Transaction; Successor Obligor. This Agreement may not be assigned by the Company, whether by operation of law or otherwise, without the prior written consent of the Required Holders; provided that where the Company is party to a Fundamental Transaction pursuant to which the Common Shares are converted into or exchanged for equity securities of another person, such person shall from and after the effective time of such transaction be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such person, and the term “Registrable Securities” shall be deemed to include the securities received by the Holders in such transaction unless such securities are otherwise freely tradeable by the Holders after giving effect thereto.
5.10	Specific Performance. The parties acknowledge that damages may be an inadequate remedy for a breach of this Agreement and agree that each Holder shall be entitled to seek specific performance, injunctive relief and other equitable remedies in respect of any breach or threatened breach by the Company, without the necessity of posting a bond or proving actual damages, in addition to any other remedy available at law.
5.11	Cumulative Remedies. The rights and remedies provided in this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity, including the payment of Liquidated Damages under Section 2.13.
5.12	Independent Nature of Holders’ Obligations. The obligations of each Holder hereunder are several and not joint, no Holder shall be responsible in any way for the performance of the obligations of any other Holder, and nothing herein shall be deemed to constitute the Holders a partnership, association, joint venture or group for any purpose, including under Section 13(d) of the Exchange Act.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:
NURAN WIRELESS INC.
By:
Name:	Francis Létourneau
Title:	Chief Executive Officer
HOLDERS:

[*****]

By:

Name: [*****]

Title: Director

[Signature Page to Registration Rights Agreement]

EXHIBIT A

PLAN OF DISTRIBUTION

We are registering the Common Shares issued or issuable to the selling securityholders to permit the resale of such Common Shares by the holders thereof from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling securityholders of the Common Shares, other than the exercise price payable on exercise of any warrants. We will bear all fees and expenses incident to our obligation to register the Common Shares.

The selling securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling Common Shares or interests in Common Shares received after the date of this prospectus from a selling securityholder as a gift, pledge, partnership distribution or other transfer, may from time to time sell, transfer or otherwise dispose of any or all of their Common Shares or interests in Common Shares on any stock exchange, market or trading facility on which the Common Shares are traded, or in private transactions, at fixed prices, at prevailing market prices at the time of sale, at prices related to prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

● purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

● privately negotiated transactions;

● short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the Commission;

● through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

● broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

● a combination of any such methods of sale; and

● any other method permitted by applicable law.

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the Common Shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Common Shares, from time to time, under this prospectus, or under an amendment to this prospectus under applicable provisions of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the Common Shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our Common Shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Shares in the course of hedging the positions they assume. The selling stockholders may also sell shares of our Common Shares short and deliver these securities to close out their short positions, or loan or pledge the Common Shares to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the Common Shares offered by them will be the purchase price of the Common Shares less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Shares to be made directly or through agents.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Common Shares or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the Common Shares to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Common Shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of or (2) the date on which all of the shares may be sold without restriction pursuant to Rule 144 of the Securities Act.

Exhibit 99.2

Amended and Restated

29. Special Rights And Restrictions – Series A Convertible Preferred Shares

The Series A Convertible Preferred Shares, being a series of the preferred shares in the capital of the Company created pursuant to Article 28.2 of these Articles, shall have attached thereto, in addition to the special rights and restrictions attaching to the Preferred shares as a class under Article 28 of the Articles (and, in the case of any conflict, in substitution for and to the exclusion of Articles 28.3 and 28.4 to the extent of the inconsistency, as specifically provided for by the concluding words of Article 28.4), the following special rights and restrictions:

29.1 Designation and Number

(1) There is hereby created a series of Preferred shares without par value designated as the “Series A Convertible Preferred Shares” (the “Series A Convertible Preferred Shares”), consisting of a maximum of 2,000,000 shares.

(2) The maximum number of Series A Convertible Preferred Shares may not be increased, and no further series of Preferred shares ranking senior to or on a parity with the Series A Convertible Preferred Shares may be created, without the prior written consent of the holders of at least sixty-seven percent (67%) of the then outstanding Series A Convertible Preferred Shares, in addition to any approval required under Article 9 of the Articles or the Act.

(3) Any Series A Convertible Preferred Share converted, redeemed, purchased or otherwise acquired by the Company shall be automatically and without further action cancelled promptly following such conversion or acquisition, shall not be retained by the Company, shall not be reissued as a Series A Convertible Preferred Share, and shall be restored to the status of an authorized but unissued Preferred share undesignated as to series.

29.2 Definitions

(1) “Accrued PIK Amount” means, in respect of each Series A Convertible Preferred Share, the aggregate amount of all PIK Dividends accrued thereon in accordance with Article 29.4 and not previously applied on a conversion, redemption or distribution, which amount the Company shall record and maintain in its books and records as an accretion account in respect of such share, and which amount shall constitute an addition to the Deemed PUC of such share.

(2) “Bankruptcy Event” means any of the following: (i) the Company or any Subsidiary commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, liquidation or similar law of any jurisdiction, including the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act (Canada), or consents to the institution of any such proceeding against it; (ii) any such case or proceeding is commenced against the Company or any Subsidiary and is not dismissed or stayed within sixty (60) days after commencement; (iii) a decree or order of a court having jurisdiction is entered adjudging the Company or any Subsidiary a bankrupt or insolvent, or issuing sequestration or process of execution against any substantial part of its property, or appointing a receiver, receiver-manager, interim receiver, monitor, trustee, liquidator or custodian of it or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and such decree or order continues unstayed and in effect for sixty (60) days; (iv) the Company or any Subsidiary makes a general assignment for the benefit of creditors, calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or takes any proceedings with respect to a compromise or arrangement with its creditors generally under the legislation of any jurisdiction; (v) the Company or any Subsidiary admits in writing that it is generally unable to pay its debts as they become due; or (vi) the Company or any Subsidiary, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing, or takes any corporate or other action for the purpose of effecting any of the foregoing.

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(3) “Beneficial Ownership Limitation” has the meaning set out in Article 29.7.

(4) “Business Day” means any day other than a Saturday, Sunday or day on which commercial banks in Toronto, Ontario or the City of New York are authorized or required by law to remain closed.

(5) “Common Shares” means the common shares without par value in the capital of the Company.

(6) “Conversion Amount” means, in respect of each Series A Convertible Preferred Share, the aggregate of (i) the Subscription Price paid therefor, (ii) the Accrued PIK Amount in respect thereof, and (iii) if applicable, the Default PUC Premium in respect thereof.

(7) “Conversion Date” means the date on which a Conversion Notice is delivered to the Company in accordance with Article 29.6(5), or such later date as is specified in such Conversion Notice.

(8) “Conversion Notice” has the meaning set out in Article 29.6(5).

(9) “Conversion Price” means: (i) during the CSE Listing Period, C$5.00 per Common Share, subject to adjustment in accordance with Article 29.6(4); and (ii) upon the end of the CSE Listing Period, the lower of (A) C$4.25 per Common Share, as so adjusted, and (B) the Floating Conversion Price. For greater certainty, during the CSE Listing Period each Series A Convertible Preferred Share is convertible into 0.85 of a Common Share in respect of the Subscription Price paid therefor, and the reduction of the Conversion Price from C$5.00 to C$4.25 upon the end of the CSE Listing Period occurs automatically and without any further act of the Company or any holder.

(10) “CSE” means the Canadian Securities Exchange.

(11) “CSE Listing Period” means the period during which the Common Shares are listed on, and the Company remains subject to the rules and policies of, the CSE, and the CSE Listing Period ends automatically and without further act on the date the Common Shares cease to be so listed or the Company ceases to be so subject.

(12) “CSE Minimum Price” means C$5.00 per Common Share, subject to adjustment for any subdivision or consolidation of the Common Shares occurring after the date of the first issuance of Series A Convertible Preferred Shares. Posting

(13) “CSE Restricted Amount” means, in respect of each Series A Convertible Preferred Share, the aggregate of the Accrued PIK Amount and, if applicable, the Default PUC Premium in respect thereof.

(14) “Deemed PUC” means, in respect of each Series A Convertible Preferred Share, the deemed paid-up capital within the meaning of the Income Tax Act (Canada) attributable thereto, being the Conversion Amount in respect thereof. For greater certainty, nothing in these special rights and restrictions shall be construed as increasing the amount paid up on any Series A Convertible Preferred Share for the purposes of the Act, and the entitlements of the holders on a conversion, redemption or Liquidation Event are as expressly set out in Articles 29.6, 29.8, and 29.9.

(15) “Default PUC Premium” means an amount equal to fifty percent (50%) of the Subscription Price paid for each Series A Convertible Preferred Share then outstanding, which amount shall be added to the Conversion Amount of such share automatically upon the occurrence of an Event of Default, without any action by the Company or the holder, and which shall be applied only once in respect of each such share regardless of the number of Events of Default occurring.

(16) “Event of Default” has the meaning set out in Article 29.11(1), and an Event of Default shall be deemed to continue until cured (where a cure right is expressly provided) or waived in writing by the holders of at least sixty-seven percent (67%) of the then outstanding Series A Convertible Preferred Shares.

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(17) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(18) “Floating Conversion Price” means ninety-five percent (95%) of the lowest trade price of the Common Shares on NASDAQ during the five (5) Trading Days immediately preceding the applicable Conversion Date, in each case during the full Trading Day on NASDAQ (being the period commencing at 9:30 a.m., New York City time, or such other time publicly announced by NASDAQ as the official open of trading, and ending at 4:00 p.m., New York City time, or such other time publicly announced by NASDAQ as the official close of trading).

(19) “Junior Securities” means the Common Shares and any other class or series of shares of the Company ranking, by its terms, junior to the Series A Convertible Preferred Shares as to dividends or as to the distribution of assets on a Liquidation Event.

(20) “Liquidation Event” has the meaning set out in Article 29.9(1).

(21) “Material Adverse Change” means any change, event, circumstance, development or effect that is materially adverse to the business, operations, assets, liabilities (contingent or otherwise), financial condition, results of operations, cash flows or capital structure of the Company and its Subsidiaries, taken as a whole, including any regulatory action, litigation, loss of a customer or contract representing more than ten percent (10%) of the Company’s consolidated revenues, loss of the chief executive officer, chief financial officer or chief technology officer, or any failure to satisfy the continued listing requirements of NASDAQ.

(22) “NASDAQ” means The Nasdaq Capital Market or such other tier of The Nasdaq Stock Market LLC on which the Common Shares are then listed.

(23) “Parity Securities” means any class or series of shares of the Company ranking, by its terms, on a parity with the Series A Convertible Preferred Shares as to dividends or as to the distribution of assets on a Liquidation Event.

(24) “Permitted Encumbrance” means (i) any security interest, hypothec, lien or other encumbrance existing on the date of the first issuance of Series A Convertible Preferred Shares and disclosed in writing to the subscriber prior to such date, including any encumbrance in favour of a Senior Lender, (ii) liens for taxes, assessments or governmental charges not yet due or being contested in good faith by appropriate proceedings, (iii) statutory liens of carriers, warehousemen, mechanics, materialmen, landlords and other similar liens arising in the ordinary course of business and securing obligations not yet due, and (iv) any other encumbrance consented to in writing by the holders of at least sixty-seven percent (67%) of the outstanding Series A Convertible Preferred Shares.

(25) “PIK Dividend” has the meaning set out in Article 29.4(2).

(26) “Redemption Price” means, in respect of each Series A Convertible Preferred Share, an amount in cash equal to the Conversion Amount thereof calculated to the date of redemption.

(27) “Senior Lenders” means, collectively, the Facility for Energy Inclusion, FEI-ONGRID LP, and any other lender to the Company or any Subsidiary designated as such in writing by the Company and the holders of at least sixty-seven percent (67%) of the outstanding Series A Convertible Preferred Shares.

(28) “Subscription Agreement” means the subscription agreement between the Company and the subscriber in respect of the Series A Convertible Preferred Shares, as amended, restated or supplemented from time to time.

(29) “Subscription Price” means the price per Series A Convertible Preferred Share at which such share was issued by the Company.

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(30) “Subsidiary” means any body corporate, partnership, limited partnership, limited liability company, trust or other entity that is a subsidiary of the Company within the meaning of the Act, and includes NuRAN Wireless (Africa) Holding.

(31) “Trading Day” means any day on which NASDAQ is open for trading and on which there is no market- wide trading halt or suspension in effect for the Common Shares.

(32) “Transaction Documents” means the Subscription Agreement, the registration rights agreement, the certificates representing the Warrants and each other agreement, certificate or instrument entered into or delivered by the Company in connection with the issuance of the Series A Convertible Preferred Shares.

(33) “transfer agent” means the transfer agent and registrar of the Company from time to time, and, in accordance with the concluding paragraph of Article 5.1 of the Articles, delivery or surrender of any document to the transfer agent constitutes delivery to or surrender to the Company.

(34) “Warrant” means each A Warrant and each B Warrant issued by the Company in connection with the issuance of the Series A Convertible Preferred Shares.

(35) For all purposes hereunder requiring a currency conversion between Canadian dollars and United States dollars, the applicable exchange rate shall be the daily average exchange rate published by the Bank of Canada as of the applicable date (or, if such date is not a Business Day, the immediately preceding Business Day for which such rate is published).

29.3 Ranking

The Series A Convertible Preferred Shares shall rank, as to the payment of dividends and the distribution of assets on a Liquidation Event, (a) senior to the Common Shares and all other Junior Securities, (b) on a parity with any Parity Securities, and (c) junior to no other class or series of shares of the Company, unless expressly provided otherwise with the prior written consent of the holders of at least sixty-seven percent (67%) of the then outstanding Series A Convertible Preferred Shares.

29.4 Dividends

(1) Subject to Article 22.1 of the Articles, which makes Article 22 subject to the rights of shareholders holding shares with special rights as to dividends, the holders of Series A Convertible Preferred Shares shall be entitled to receive, and there shall accrue, a cumulative dividend at the rate of fifteen percent (15%) per annum (the “Dividend Rate”), calculated on the Deemed PUC of each Series A Convertible Preferred Share and accruing daily on the basis of a 365-day year, whether or not declared.

(2) Dividends accruing under Article 29.4(1) shall be paid in kind (each, a “PIK Dividend”) by the Company crediting the amount of the accrued dividend to the Accrued PIK Amount in respect of each outstanding Series A Convertible Preferred Share, thereby increasing the Conversion Amount and the number of Common Shares issuable upon conversion of such share in accordance with Article 29.6. No cash dividend shall be declared or paid in respect of the Series A Convertible Preferred Shares unless otherwise agreed in writing by the holders of at least sixty-seven percent (67%) of the then outstanding Series A Convertible Preferred Shares. Notwithstanding the foregoing, during the CSE Listing Period the Accrued PIK Amount shall not be included in the Conversion Amount for the purposes of Article 29.6 and shall not increase the number of Common Shares issuable upon conversion; the Accrued PIK Amount shall continue to accrue and shall be included in the Conversion Amount for the purposes of the Redemption Price under Article 29.8 and the liquidation entitlement under Article 29.9. Upon the end of the CSE Listing Period the Accrued PIK Amount shall be included in the Conversion Amount for all purposes, including Article 29.6, without further act.

(3) Upon the occurrence and during the continuance of an Event of Default, the Dividend Rate shall automatically increase to thirty percent (30%) per annum, accruing daily from and including the date of the Event of Default until such Event of Default is cured or waived in writing, provided that during the CSE Listing Period any increase in the Dividend Rate under this Article 29.4(3) shall not increase the number of Common Shares issuable upon conversion, consistent with Article 29.4(2).

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(4) As a restriction respecting the payment of dividends on other shares of the Company within the meaning of Article 28.2(c) of the Articles, no dividend or other distribution shall be declared, paid or set aside on any Junior Securities, and no capitalization of surplus shall be effected under Article 22.13 of the Articles in respect of any Junior Securities, unless and until all PIK Dividends then accrued have been credited to the Accrued PIK Amount in accordance with Article 29.4(2).

29.5 Voting Rights

(1) Except as otherwise expressly required by the Act or as provided herein, and consistent with Article 28.3 of the Articles, the holders of Series A Convertible Preferred Shares shall not be entitled to receive notice of, to attend or to vote at any meeting of the shareholders of the Company.

(2) The holders of Series A Convertible Preferred Shares shall be entitled to vote separately as a series, and shall constitute a separate series for the purposes of Article 9.2(2) of the Articles, in respect of any proposed alteration, variation or deletion of the special rights or restrictions attached to the Series A Convertible Preferred Shares, and in respect of any other matter on which a separate class or series vote is required by the Act. Any such alteration, variation or deletion after any Series A Convertible Preferred Share has been issued requires a special resolution of the holders of the Series A Convertible Preferred Shares passed by not less than two-thirds of the votes cast in accordance with Articles 9.2(2) and 11.2 of the Articles, in addition to the written consent required under Article 29.12.

29.6 Conversion

(1) General. Each holder of Series A Convertible Preferred Shares shall be entitled, at its option, at any time and from time to time, to convert all or any portion of the Series A Convertible Preferred Shares held by it, at no expense to the holder, into that number of fully paid and non-assessable Common Shares equal to (i) the aggregate Conversion Amount of the shares being converted, divided by (ii) the Conversion Price in effect on the applicable Conversion Date. This conversion right is a conversion right attached to the series within the meaning of Article 28.2(c) of the Articles. During the CSE Listing Period, the Conversion Amount for the purposes of this Article 29.6(1) shall exclude the CSE Restricted Amount, such that the number of Common Shares issuable on conversion of each Series A Convertible Preferred Share shall not exceed the Subscription Price paid therefor divided by the Conversion Price then in effect. The holder’s entitlement in respect of the CSE Restricted Amount is not extinguished but is deferred, and becomes convertible in accordance with this Article 29.6 upon the end of the CSE Listing Period.

(2) Fractional Shares. No fractional Common Shares shall be issued upon conversion. Any fraction shall be rounded down to the nearest whole Common Share and no cash or other consideration shall be payable in lieu thereof. During the CSE Listing Period, where the application of the conversion ratio would otherwise result in a fractional Common Share, the fraction shall be rounded down and the corresponding portion of the Conversion Amount shall be deferred and applied on a subsequent conversion.

(3) Reservation. The Company shall at all times reserve and keep available out of its authorized but unissued Common Shares such number of Common Shares as shall be sufficient to effect the conversion in full of all outstanding Series A Convertible Preferred Shares. Before taking any action that would cause an adjustment reducing the Conversion Price, the Company shall take such corporate action as may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable Common Shares at such adjusted Conversion Price.

(4) Adjustments to Conversion Price. The Conversion Price shall be subject to adjustment as follows:

(a) Subdivisions. If the number of outstanding Common Shares is increased by a subdivision of Common Shares (including pursuant to Article 9.1(1)(c) of the Articles), then, following the record date for such subdivision, the Conversion Price in effect immediately before such subdivision shall be proportionately decreased so that the number of Common Shares issuable on conversion is increased in proportion to such increase in outstanding Common Shares.

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(b) Consolidations. If the number of outstanding Common Shares is decreased by a consolidation of Common Shares (including pursuant to Article 9.1(1)(c) of the Articles), then, following the record date for such consolidation, the Conversion Price in effect immediately before such consolidation shall be proportionately increased so that the number of Common Shares issuable on conversion is decreased in proportion to such decrease in outstanding Common Shares.

(c) Share Dividends and Capitalizations. If the Company makes or issues, or fixes a record date for the determination of holders of Common Shares entitled to receive, a dividend or other distribution payable on the Common Shares in additional Common Shares, including by way of a capitalization of surplus under Article 22.13 of the Articles or a distribution of fully paid shares under Article 22.5 of the Articles, the Conversion Price in effect immediately before such event shall be decreased, as of the time of such issuance or the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction, the numerator of which is the number of Common Shares outstanding immediately prior to such issuance or record date and the denominator of which is the number of Common Shares outstanding immediately prior to such issuance or record date plus the number of Common Shares issuable in payment of such dividend or distribution; provided that (A) if such record date has been fixed and the dividend is not fully paid or the distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter adjusted as of the time of actual payment, and (B) no such adjustment shall be made if the holders of Series A Convertible Preferred Shares simultaneously receive an equivalent dividend or distribution on an as-converted basis.

(d) Reorganization, Reclassification, Merger, Amalgamation or Arrangement. If there occurs any reorganization, recapitalization, reclassification, merger, amalgamation, arrangement or consolidation involving the Company in which the Common Shares are converted into or exchanged for securities, cash or other property (other than a subdivision, consolidation or share dividend provided for above), provision shall be made so that each holder of Series A Convertible Preferred Shares shall thereafter be entitled to receive on conversion the kind and amount of shares, cash or other property to which such holder would have been entitled had such holder converted its Series A Convertible Preferred Shares immediately prior to such event, and appropriate adjustment shall be made in the application of this Article 29.6 with respect to the rights of the holders after such event, to the end that the provisions of this Article 29.6 (including provisions with respect to changes in and other adjustments of the Conversion Price) shall be applicable thereafter in as nearly equivalent a manner as may be practicable.

(e) Notice of Adjustment. Whenever the Conversion Price is adjusted under this Article 29.6(4), the Company shall promptly compute the adjusted Conversion Price and shall prepare and deliver to each holder, at the holder’s registered address as recorded in the central securities register, a certificate signed by the Company’s principal executive officer or principal financial officer setting out the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and shall file a copy of such certificate with the transfer agent.

(f) CSE Minimum. Notwithstanding any other provision of this Article 29.6(4), during the CSE Listing Period no adjustment shall reduce the Conversion Price below the CSE Minimum Price, other than an adjustment made under Article 29.6(4)(a) in respect of a subdivision of Common Shares, under Article 29.6(4)(c) in respect of a dividend or distribution payable in Common Shares, or under Article 29.6(4)(d), in each case being an adjustment in which holders of Common Shares participate rateably. Any adjustment that would otherwise reduce the Conversion Price below the CSE Minimum Price during the CSE Listing Period shall be held in abeyance and shall take effect upon the end of the CSE Listing Period.

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(5) Mechanics of Conversion. To exercise the conversion right, a holder shall deliver to the Company or the transfer agent a written notice of conversion in the form attached as Annex A (a “Conversion Notice”), specifying the number of Series A Convertible Preferred Shares to be converted and the name or names in which the Common Shares are to be issued, together with, if a share certificate has been issued in respect of the shares to be converted, that share certificate, or, if a non-transferable written acknowledgment has been issued under Article 2.3 of the Articles, that acknowledgment, in each case duly surrendered in transferable form. In accordance with the concluding paragraph of Article 5.1 of the Articles, delivery or surrender to the transfer agent constitutes delivery to or surrender to the Company. Conversion shall be effective immediately prior to the close of business on the Conversion Date. Not later than one (1) Trading Day following the Conversion Date, the Company shall (i) cause the Common Shares issuable on conversion to be issued and registered in the central securities register in the name of the holder or its nominee and, at the holder’s election, delivered in uncertificated book-entry form through the facilities of the applicable depositary or evidenced by a share certificate or a non-transferable written acknowledgment under Article 2.3 of the Articles, (ii) record the conversion and the cancellation of the converted shares in the central securities register in accordance with Article 29.1(3), and (iii) if applicable, issue a share certificate or acknowledgment in respect of any Series A Convertible Preferred Shares not so converted. Upon conversion, the Accrued PIK Amount and any Default PUC Premium in respect of the converted shares shall be extinguished and applied in full as part of the Conversion Amount, and no further amount shall be payable in respect thereof.

(6) Taxes on Conversion. The Company shall pay all original issuance, transfer, stamp and similar taxes payable in respect of the issuance and delivery of Common Shares on conversion, other than any tax payable in respect of a transfer involved in the issuance of Common Shares in a name other than that of the converting holder, and other than any income or other taxes payable by the holder. No fee shall be charged to any holder in respect of any conversion.

29.7 Beneficial Ownership Limitation (4.99%)

(1) Notwithstanding Article 29.6(1) or any other provision hereof, the Company shall not effect, and no holder shall have the right to effect, any conversion of Series A Convertible Preferred Shares to the extent that, after giving effect to such conversion, such holder (together with any affiliate thereof and any other person with whom such holder is or could be deemed to constitute a “group” within the meaning of Article 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder) would beneficially own in excess of 4.99% of the number of Common Shares outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”).

(2) For the purposes of Article 29.7(1), the number of Common Shares beneficially owned by a holder and its affiliates shall include the number of Common Shares issuable upon the conversion with respect to which the determination is being made, but shall exclude the number of Common Shares issuable upon (i) conversion of the remaining, unconverted Series A Convertible Preferred Shares held by such holder or any of its affiliates, and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company held by such holder or any of its affiliates that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set out in the preceding sentence, beneficial ownership shall be calculated in accordance with Article 13(d) of the Exchange Act and Rule 13d-3 thereunder.

(3) Upon receipt of a Conversion Notice, the Company shall, within one (1) Trading Day, notify the holder by email or other written communication of (i) the number of Common Shares then issued and outstanding, and (ii) the maximum number of Series A Convertible Preferred Shares that may be converted by such holder in compliance with the Beneficial Ownership Limitation (the “Maximum Conversion Amount”). The holder may, within one (1) Trading Day of receipt of such notification, withdraw or revise its Conversion Notice to the extent necessary to comply with the Beneficial Ownership Limitation. If a holder has delivered a Conversion Notice that would result in the issuance of Common Shares in excess of the Beneficial Ownership Limitation, the Company shall honour the conversion only as to the Maximum Conversion Amount, and any Series A Convertible Preferred Shares tendered for conversion in excess of the Maximum Conversion Amount shall remain outstanding and unconverted and shall continue to accrue PIK Dividends in accordance with Article 29.4. Alternatively, at the written election of the holder, any Common Shares that would otherwise be issuable in excess of the Beneficial Ownership Limitation shall not be issued and the holder’s right to receive such Common Shares shall be held in abeyance for the benefit of the holder until such time as their issuance would not cause the Beneficial Ownership Limitation to be exceeded.

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(4) A holder may, upon not less than sixty-one (61) days’ prior written notice to the Company, elect to increase or decrease the Beneficial Ownership Limitation applicable to such holder to any other percentage not in excess of 9.99%, provided that any such increase shall not take effect until the sixty-first (61st) day after delivery of such notice. The Company shall not, without the prior written consent of the applicable holder, waive, reduce or otherwise modify the Beneficial Ownership Limitation applicable to such holder, and the Beneficial Ownership Limitation may not be waived, modified or amended by the holders of Series A Convertible Preferred Shares generally, whether by written consent under Article 29.12 or by special resolution under Article 9.2(2) of the Articles, without the prior written consent of each affected holder.

(5) The limitations contained in this Article 29.7 shall apply to any successor holder of Series A Convertible Preferred Shares, and shall apply, mutatis mutandis, to the exercise of any common share purchase warrants of the Company that are by their terms made subject to the Beneficial Ownership Limitation.

29.8 Redemption

(1) No Retraction. The Series A Convertible Preferred Shares shall not be retractable. No holder shall have any right to require the redemption, retraction, purchase, cancellation or repayment of any Series A Convertible Preferred Share by the Company for cash or other consideration, except upon conversion in accordance with Article 29.6 or as required by mandatory provisions of applicable law, and no agreement shall confer any such right upon a holder.

(2) Optional Redemption by the Company. Subject to Articles 7.1 and 7.2 of the Articles and the Act, the Company shall have the right, but not the obligation, at its sole discretion, at any time and from time to time, if authorized by the directors and upon not less than ten (10) days’ prior written notice to the holders, to redeem all or any portion of the outstanding Series A Convertible Preferred Shares at the Redemption Price. Where less than all of the outstanding Series A Convertible Preferred Shares are to be redeemed, the shares to be redeemed shall be selected pro rata among the holders according to the number of shares held.

(3) Insolvency Limitation. In accordance with Article 7.2 of the Articles, the Company must not make any payment or provide any other consideration to redeem, purchase or otherwise acquire any Series A Convertible Preferred Share if there are reasonable grounds for believing that the Company is insolvent, or that making the payment or providing the consideration would render the Company insolvent.

(4) Effect of Redemption. On and after the redemption date, the holders of the shares called for redemption shall cease to be entitled to dividends or to exercise any rights in respect thereof, other than the right to receive the Redemption Price, provided that the Redemption Price has been paid or set aside for payment. Shares so redeemed shall be cancelled in accordance with Article 29.1(3) and shall not be retained by the Company.

29.9 Liquidation Preference

(1) Preference. In the event of the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs (each, a “Liquidation Event”), the holders of Series A Convertible Preferred Shares shall be entitled to receive, before any distribution or payment is made to the holders of Common Shares or any other Junior Securities, and pari passu with any distribution to holders of Parity Securities, an amount per share equal to the greater of (i) the Conversion Amount thereof calculated to the date of the Liquidation Event, and (ii) the amount such holder would have received had all Series A Convertible Preferred Shares held by it been converted into Common Shares immediately prior to such Liquidation Event at the then-applicable Conversion Price, without regard to the Beneficial Ownership Limitation.

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(2) Article 28.4 Carve-Out. The entitlement set out in Article 29.9(1) is granted pursuant to, and in reliance upon, the concluding words of Article 28.4 of the Articles, which provide that after payment of the amounts payable to the holders of Preferred shares thereunder such holders shall not be entitled to share in any further distribution of the assets of the Company “except as specifically provided in the special rights or restrictions attached to the shares of any particular series of Preferred shares”. Accordingly, and to the extent that the amount determined under Article 29.9(1) exceeds the amount that would otherwise be payable under Article 28.4, such excess is specifically provided for hereby as a special right attached to the Series A Convertible Preferred Shares. Nothing in this Article 29.9 is intended to be, or shall be construed as being, inconsistent with Article 27.2 or Article 27.3 of the Articles.

(3) Insufficient Assets. If, upon a Liquidation Event, the assets of the Company available for distribution are insufficient to pay the holders of Series A Convertible Preferred Shares and the holders of Parity Securities the full amounts to which they are respectively entitled, such holders shall share in the distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable to them if all such amounts were paid in full.

(4) No Further Participation. After payment of the amounts payable to them under this Article 29.9 the holders of Series A Convertible Preferred Shares shall not, as such, be entitled to share in any further distribution of the assets of the Company.

(5) Exclusions. For greater certainty, neither a change of control of the Company, nor the merger, amalgamation, arrangement or consolidation of the Company with or into any other entity, nor the sale, lease, exchange or other disposition of all or substantially all of the assets of the Company shall, in and of itself, be deemed to constitute a Liquidation Event.

29.10 Restrictions and Protective Provisions

(1) So long as any Series A Convertible Preferred Shares remain outstanding, the Company shall not, without the prior written consent of the holders of at least sixty-seven percent (67%) of the outstanding Series A Convertible Preferred Shares, directly or indirectly, whether by amendment, merger, amalgamation, arrangement, consolidation or otherwise:

(a) alter, vary, delete, amend or repeal any provision of the Notice of Articles or the Articles of the Company, including these special rights and restrictions, in a manner that adversely affects the rights, preferences or privileges of the Series A Convertible Preferred Shares, it being acknowledged that any such alteration also requires a special resolution of the holders of the Series A Convertible Preferred Shares under Articles 9.2(2) and 11.2 of the Articles;

(b) create, authorize or issue any class or series of shares or other securities ranking senior to, or on a parity with, the Series A Convertible Preferred Shares as to dividends, the distribution of assets on a Liquidation Event or conversion rights;

(c) increase the maximum number of Series A Convertible Preferred Shares, or establish, increase or eliminate any maximum number of Preferred shares of any other series, in each case under Article 9.1(1)(b) or Article 28.2(a) of the Articles;

(d) purchase, redeem or otherwise acquire for value any Common Shares or other Junior Securities under Article 7.1 of the Articles, other than repurchases of unvested shares from employees or consultants upon termination of service at the original issue price thereof;

(e) as a restriction respecting the repayment of capital in respect of other shares of the Company within the meaning of Article 28.2(c) of the Articles, reduce the capital of the Company or return or repay capital in respect of any Junior Securities;

(f) create, authorize, incur or guarantee any indebtedness, debt obligation or liability, whether secured or unsecured, in excess of US$500,000 in the aggregate, including in the exercise of the borrowing powers under Article 8.1 of the Articles, other than indebtedness expressly permitted under the Subscription Agreement and trade payables incurred in the ordinary course of business; or

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(g) enter into any transaction with a related party (including any director, officer or holder of more than five percent (5%) of any class of shares of the Company, and their respective associates and affiliates) outside the ordinary course of business and on terms that are not arm’s length.

(2) Nothing in this Article 29.10 shall derogate from the powers or duties of the directors of the Company under the Act or Article 16 of the Articles, and any restriction that would otherwise constitute an unlawful fetter on the exercise of the directors’ discretion, including any restriction on the size or composition of the board of directors, shall be given effect only as a contractual covenant of the Company under the Subscription Agreement, to the extent permitted by law, and not as a special right or restriction attached to the Series A Convertible Preferred Shares.

29.11 Events of Default

(1) Definition. In these special rights and restrictions, “Event of Default” means, wherever used herein, any one or more of the following events, whatever the reason for such event and whether it is voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a) Failure to Issue on Conversion. the Company fails to issue and deliver the Common Shares issuable upon a valid conversion of Series A Convertible Preferred Shares in accordance with Article 29.6(5) within one (1) Trading Day of receipt of a Conversion Notice, or fails to instruct its transfer agent to do so;

(b) Failure to Deliver Other Securities. the Company fails to deliver, when due, any share certificate, warrant certificate, non-transferable written acknowledgment or other consideration payable or deliverable on the conversion of Series A Convertible Preferred Shares or the exercise of any Warrant, and such failure continues for ten (10) Business Days;

(c) Redemption Price. the Company fails to pay the Redemption Price in respect of any Series A Convertible Preferred Share called for redemption by it under Article 29.8(2) when due, and such failure continues for ten (10) Business Days;

(d) Dividends and Distributions. the Company declares, pays or sets aside any dividend or distribution in contravention of Article 29.4(2) or Article 29.4(4);

(e) Breach of Protective Provisions. the Company takes, or agrees or commits to take, any action described in Article 29.10 without having obtained the prior written consent required thereby;

(f) Breach of Covenants. the Company fails to observe or perform any other material covenant, agreement or condition contained in these special rights and restrictions or in the Subscription Agreement or any other Transaction Document, and such failure, if capable of remedy, continues for a period of thirty (30) days following written notice thereof from any holder;

(g) Representations and Warranties. any representation or warranty made by the Company in the Subscription Agreement or any other Transaction Document is or becomes materially false, incorrect or misleading as at the date made or deemed made, and such breach, to the extent capable of being cured, is not cured within thirty (30) days following written notice thereof from any holder;

(h) NASDAQ Listing Deadline. the Common Shares have not been approved for listing on, and commenced trading on, NASDAQ on or before August 14, 2026;

(i) Suspension or Delisting. the Common Shares are suspended from trading on, or are delisted from, NASDAQ or the CSE, and are not immediately relisted or readmitted to trading on NASDAQ, the CSE or another recognized stock exchange or national securities exchange, or the Company receives written notice from NASDAQ or the CSE that it is not in compliance with the continued listing requirements thereof and such non-compliance is not cured within any applicable cure period granted by such exchange, provided that a voluntary delisting of the Common Shares from the CSE effected by the Company in connection with, or following, the listing of the Common Shares on NASDAQ shall not constitute an Event of Default under this Article 29.11(1)(i);

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(j) Cease Trade Order. any cease trade order, stop order, suspension of trading or other order of a similar nature is issued by any securities regulatory authority in respect of the Company or any of its securities and remains in effect for ten (10) Business Days, or the Company fails to file, within the prescribed period (including any permitted extension), any continuous disclosure document required to be filed under applicable Canadian or United States securities laws;

(k) Bankruptcy Event. a Bankruptcy Event occurs;

(l) Cross-Default. the Company or any Subsidiary defaults in the payment when due of any indebtedness having an outstanding principal amount in excess of US$500,000, or any event of default (however described) occurs under any agreement governing such indebtedness that results in, or permits the holder thereof to cause, the acceleration of such indebtedness prior to its stated maturity, and, in either case, such default is not cured or waived within any applicable grace period provided thereunder;

(m) Judgments. one or more final, non-appealable judgments or orders for the payment of money in an aggregate amount of at least US$250,000 (or the equivalent in any other currency) is rendered against the Company or any Subsidiary and remains undischarged, unpaid and unstayed for a period of thirty (30) days;

(n) Encumbrances and Asset Dispositions. the Company or any Subsidiary, without the prior written consent of the holders of at least sixty-seven percent (67%) of the outstanding Series A Convertible Preferred Shares, grants any security interest, hypothec, lien or other encumbrance over any of its property or assets, other than a Permitted Encumbrance, or sells, leases or otherwise disposes of any material assets outside the ordinary course of business;

(o) Regulatory Action. any regulatory, administrative or enforcement action is taken against, or any investigation or proceeding is commenced or threatened in respect of, the Company or any Subsidiary which, in the reasonable opinion of the holders of at least sixty-seven percent (67%) of the outstanding Series A Convertible Preferred Shares, would materially impair the ability of the Company to perform its obligations in respect of the Series A Convertible Preferred Shares;

(p) Cessation of Business. the Company or any Subsidiary ceases, or announces its intention to cease, to carry on all or a substantial part of its business, or a resolution is passed or any other step is taken for the winding-up, liquidation or dissolution of the Company; or

(q) Material Adverse Change. a Material Adverse Change occurs and is not cured or remediated within thirty (30) days following written notice thereof from any holder.

(2) Notice by the Company. The Company shall forthwith notify each holder in writing of the occurrence of any Event of Default, and of any event of which it is aware which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, together with reasonable particulars thereof and any action proposed to be taken by the Company in respect thereof.

(3) Consequences. Upon the occurrence and during the continuance of an Event of Default: (a) the Dividend Rate shall automatically increase to thirty percent (30%) per annum in accordance with Article 29.4(3); (b) the Conversion Amount of each outstanding Series A Convertible Preferred Share shall automatically be increased by the Default PUC Premium, without any action by the Company or any holder; and (c) the holders shall have all rights and remedies available at law or in equity, including the right to seek specific performance or injunctive relief. The Default PUC Premium shall be applied only once in respect of each Series A Convertible Preferred Share, regardless of the number of Events of Default occurring. Notwithstanding paragraph (b), during the CSE Listing Period the Default PUC Premium shall not be included in the Conversion Amount for the purposes of Article 29.6 and shall not increase the number of Common Shares issuable upon conversion; the Default PUC Premium shall be included in the Conversion Amount for the purposes of the Redemption Price under Article 29.8 and the liquidation entitlement under Article 29.9, and shall be included for the purposes of Article 29.6 upon the end of the CSE Listing Period.

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(4) Cumulative Remedies; No Waiver. The rights and remedies of the holders under this Article 29.11 are cumulative and in addition to, and not in substitution for, any rights or remedies provided at law or in equity or under the Subscription Agreement or any other Transaction Document. No waiver by a holder in respect of any Event of Default shall operate as a waiver thereof unless made in writing and signed by such holder, and no such waiver shall extend or apply to any subsequent Event of Default or impair any right consequent thereon.

(5) No Retraction or Acceleration. For greater certainty, and notwithstanding anything in this Article 29.11, the occurrence of an Event of Default shall not entitle any holder to require the redemption, retraction, purchase or repayment of any Series A Convertible Preferred Share for cash or other consideration, nor shall it accelerate any payment obligation of the Company in respect of the Series A Convertible Preferred Shares. The consequences of an Event of Default are limited to those set out in Article 29.11(3) and to the remedies referred to in Article 29.11(4), and Article 29.8(1) continues to apply.

29.12 Waiver and Amendment

Any provision of these special rights and restrictions may be waived on behalf of all holders of Series A Convertible Preferred Shares by the written consent of the holders of at least sixty-seven percent (67%) of the then outstanding Series A Convertible Preferred Shares; provided that (a) the Beneficial Ownership Limitation set out in Article 29.7 may not be waived, modified or amended without the prior written consent of each holder to whom it applies, and (b) any alteration, variation or deletion of these special rights and restrictions shall, if any Series A Convertible Preferred Shares have been issued, be effected only by special resolution of the holders of the Series A Convertible Preferred Shares in accordance with Articles 9.2(2) and 11.2 of the Articles and the Act, in addition to the written consent required by Article 29.10(1).

29.13 Notices

Any notice, statement, report or other record required or permitted to be given hereunder shall be given in accordance with Article 24 of the Articles, and may be given to a holder by email or other electronic transmission to the address most recently provided by such holder to the Company for that purpose, or to the holder’s registered address as recorded in the central securities register, and to the Company at its registered office or to its transfer agent.

29.14 Interpretation

These special rights and restrictions shall be read together with the Articles. In the event of any conflict or inconsistency between these special rights and restrictions and Articles 28.3 or 28.4 of the Articles, these special rights and restrictions shall prevail as the special rights and restrictions attached to this particular series. Words and expressions used but not defined herein have the meanings given to them in the Articles or, failing that, in the Act.

29.15 CSE Compliance

(1) Paramountcy. During the CSE Listing Period, the provisions of this Article 29.15 and each other provision of these special rights and restrictions expressed to apply during the CSE Listing Period shall prevail over any other provision hereof to the extent of any conflict or inconsistency.

(2) Minimum Issue Price. During the CSE Listing Period, no Common Share shall be issued upon conversion of any Series A Convertible Preferred Share at a price, or upon a basis producing an effective price per Common Share, that is less than the CSE Minimum Price, and any conversion that would otherwise have that effect shall be given effect only to the extent that it does not.

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(3) No Floating Price. During the CSE Listing Period, the Floating Conversion Price shall not apply and shall be of no force or effect, and no conversion shall be effected by reference to the trading price of the Common Shares on NASDAQ or any other market.

(4) Currency. During the CSE Listing Period, the Conversion Price, the CSE Minimum Price and the Subscription Price are expressed in, and all determinations hereunder shall be made in, lawful money of Canada, and no currency conversion under Article 29.2(35) shall apply for the purpose of determining the number of Common Shares issuable upon conversion.

(5) Automatic Cessation. This Article 29.15, and each other provision hereof expressed to apply during the CSE Listing Period, shall cease to apply automatically and without any act of the Company, any holder or the CSE upon the end of the CSE Listing Period, whereupon the Conversion Amount, the Conversion Price and all deferred entitlements shall be determined without regard to this Article 29.15 and to the other provisions expressed to apply during the CSE Listing Period.

(6) Exchange Acceptance. Any amendment, variation or waiver of this Article 29.15 during the CSE Listing Period requires the prior written acceptance of the CSE in addition to any consent or resolution otherwise required under Article 29.12.

(7) Reporting. During the CSE Listing Period, the Company shall file with the CSE such notices and forms in respect of each conversion of Series A Convertible Preferred Shares and each exercise of Warrants as are required by the policies of the CSE.

Exhibit 99.3

Mailing Address:
PO Box 9431 Stn Prov Govt
Victoria BC V8W 9V3
www.corporateonline.gov.bc.ca Location:
2nd Floor - 940 Blanshard Street
Victoria BC
1 877 526-1526 

 CERTIFIED COPY

Of a Document filed with the Province of
British Columbia Registrar of Companies

	Notice of Articles
	BUSINESS CORPORATIONS ACT		KATHLEEN ASSAF

		This Notice of Articles was issued by the Registrar on: August 7, 2026 12:30 PM Pacific Time
		Incorporation Number:	BC1014372
		Recognition Date and Time:	Incorporated on September 23, 2014 02:50 PM Pacific Time

NOTICE OF ARTICLES 

Name of Company:

NURAN WIRELESS INC.

REGISTERED OFFICE INFORMATION

Mailing Address:	Delivery Address:
PO BOX 49290 1000 - 595 BURRARD STREET VANCOUVER BC V7X 1S8 CANADA	1000 - 595 BURRARD STREET VANCOUVER BC V7X 1S8 CANADA

RECORDS OFFICE INFORMATION

Mailing Address:	Delivery Address:
PO BOX 49290 1000 - 595 BURRARD STREET VANCOUVER BC V7X 1S8 CANADA	1000 - 595 BURRARD STREET VANCOUVER BC V7X 1S8 CANADA

Page: 1 of 3

DIRECTOR INFORMATION
Last Name, First Name, Middle Name:
Naidoo, Navindran
Mailing Address:	Delivery Address:
214 OAKLAND HILL CRESCENT	214 OAKLAND HILL CRESCENT
HONEYDEW 2170	HONEYDEW 2170
SOUTH AFRICA	SOUTH AFRICA
Last Name, First Name, Middle Name:
Purdy, Brendan
Mailing Address:	Delivery Address:
8 WELLINGTON STREET EAST	8 WELLINGTON STREET EAST
MEZZANINE LEVEL	MEZZANINE LEVEL
TORONTO ON M5E 1C5	TORONTO ON M5E 1C5
CANADA	CANADA
Last Name, First Name, Middle Name:
Letourneau, Francis
Mailing Address:	Delivery Address:
49 RUE BOILARD	49 RUE BOILARD
FOSSAMBAULT-SUR-LE-LAC QC G3N 1Y1	FOSSAMBAULT-SUR-LE-LAC QC G3N 1Y1
CANADA	CANADA
Last Name, First Name, Middle Name:
Fonseca, Vitor
Mailing Address:	Delivery Address:
216 KINGSLAKE ROAD	216 KINGSLAKE ROAD
NORTH YORK ON M2J 3G8	NORTH YORK ON M2J 3G8
CANADA	CANADA
Last Name, First Name, Middle Name:
Posen, Binyomin
Mailing Address:	Delivery Address:
34 DELL PARK AVENUE	34 DELL PARK AVENUE
TORONTO ON M6B 2T4	TORONTO ON M6B 2T4
CANADA	CANADA
Last Name, First Name, Middle Name:
Minkowitz, Avi
Mailing Address:	Delivery Address:
23 PALM COURT	23 PALM COURT
BROOKLYN NY 11225	BROOKLYN NY 11225
UNITED STATES	UNITED STATES

Page: 2 of 3

Last Name, First Name, Middle Name:
Labkowski, Joseph
Mailing Address:	Delivery Address:
2122 CAPE CORAL PARKWAY WEST	2122 CAPE CORAL PARKWAY WEST
CAPE CORAL FL 33914	CAPE CORAL FL 33914
UNITED STATES	UNITED STATES
RESOLUTION DATES:
Date(s) of Resolution(s) or Court Order(s) attaching or altering Special Rights and Restrictions attached to a class or a series of shares:
July 20, 2017
July 29, 2026
August 6, 2026

AUTHORIZED SHARE STRUCTURE
	1.	No Maximum	COMMON Shares		Without Par Value
					Without Special Rights or
					Restrictions attached

	2.	No Maximum	PREFERRED Shares		Without Par Value
					With Special Rights or
					Restrictions attached

	1.	2,000,000	Series A Convertible Preferred		Special Rights or
					Restrictions are attached

Page: 3 of 3

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 186.0 KB
• EX-99.2 EXHIBIT 99.2 185.4 KB
• EX-99.3 EXHIBIT 99.3 60.3 KB