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2016

Haywood Securities Inc.
Qualifying Transaction and Brokered Private Placement of Plicit Capital Corp.

We acted as counsel to Haywood, as sponsor and agent, in connection with the qualifying transaction and brokered private placement of Plicit Capital Corp. (now 3D Signatures Inc.) (the “Company”). The qualifying transaction, with Haywood acting as sponsor pursuant to the policies of the TSX Venture Exchange, consisted of the acquisition by the Company of all of the issued and outstanding common shares in the capital of 3D Signatures Inc. (the “Target”) by way of a three-cornered amalgamation, pursuant to which a wholly-owned subsidiary of the Company amalgamated with the Target and each Target shareholder received 4.0376 post-consolidation common shares in the capital of the Company for each Target common share held. As part of the qualifying transaction, the Company changed its name from Plicit Capital Corp. to 3D Signatures Inc. In connection with the closing of the qualifying transaction, the Company completed a brokered private placement of 15,572,038 common shares, with Haywood also acting as the agent, at a price of $0.35 per share for gross proceeds of $5,450,213.30. Following the completion of the qualifying transaction, the Target became a wholly-owned subsidiary of the Company, and the Company was listed as a “Tier 2” life sciences issuer on the TSX Venture Exchange (TSXV: DXD).