SECURITIES & EXCHANGE COMMISSION EDGAR...

SECURITIES & EXCHANGE COMMISSION EDGAR FILING

Loop Industries, Inc.

Form: 10-Q

Date Filed: 2018-01-12

Corporate Issuer CIK: 1504678

© Copyright 2018, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q (Mark One)x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2017

OR ❑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 000-54768

LOOP INDUSTRIES, INC.(Exact name of registrant as specified in its charter)

Nevada 27-2094706

(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)

480 Fernand Poitras Terrebonne, Quebec, Canada J6Y 1Y4

(Address of principal executive offices, including zip code)

(450) 951-8555(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes x No ❑

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive

Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files). Yes x No ❑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ❑ Accelerated filer ❑Non-accelerated filer ❑ (Do not check if a smaller reporting company) Smaller reporting company ☑

Emerging growth company ❑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ❑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ❑ No ☑ As of January 9, 2018, the registrant had 32,807,137 shares of common stock, $0.0001 par value per share, outstanding.

EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

LOOP INDUSTRIES, INC.QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED November 30, 2017 Index PAGE PART I. FINANCIAL INFORMATION

Item 1 Financial Statements (unaudited) F-1 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 5 Item 3 Quantitative and Qualitative Disclosures About Market Risk 7 Item 4 Controls and Procedures 8

PART II. OTHER INFORMATION

Item 1 Legal Proceedings 9 Item 1A Risk Factors 9 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 9 Item 3 Defaults Upon Senior Securities 9 Item 4 Mine Safety Disclosures 9 Item 5 Other Information 9 Item 6 Exhibits 10

SIGNATURES 11INDEX TO EXHIBITS 10

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Loop Industries, Inc., a Nevada corporation (the “Company,” “we,” “Loop” or “our”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”,“predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include,without limitation, statements about our market opportunity, our strategies, ability to improve and expand our capabilities, competition, expectedactivities and expenditures as we pursue our business plan, the adequacy of our available cash resources, regulatory compliance, plans for futuregrowth and future operations, the size of our addressable market and market trends, and our prior restatement’s quantitative effects and theeffectiveness of our internal control over financial reporting. Although we believe that the expectations reflected in the forward-looking statementsare reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from thepredictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actualresults. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risksand other factors include, but are not limited to, those listed under "Risk Factors" and “Management’s Discussion and Analysis of FinancialCondition and Results of Operations - Critical Accounting Policies and Estimates” included in our most recent Amended Annual Report on Form10-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 12, 2018 and the description of material changes thereto,if any, included in our Quarterly Reports on Form 10-Q, as amended to date, or subsequent filings with the SEC. Additional factors that couldmaterially affect these forward-looking statements and/or predictions include, among other things: (i) commercialization of our technology andproducts, (ii) development and protection of our intellectual property and products, (iii) our need for and ability to obtain additional financing, (iv)industry competition, (v) regulatory and other legal compliance, (vi) the exercise of the control over us by Daniel Solomita, our President and ChiefExecutive Officer, Chairman of the Board of Directors, and majority stockholder, (vii) other factors over which we have little or no control, (viii) thedevelopment of our manufacturing facility, (ix) the risk that additional information may arise from our and our audit committee’s internal reviewfollowing the restatement, (x) the risk that the process of preparing and auditing the restated financial statements or other subsequent eventswould require us to make additional adjustments and the time and effort required to complete the restatement of its financial statements, (xi)whether the reassessment of our internal controls over financial reporting could lead us to conclude that there were deficiencies in its internalcontrol over financial reporting that constitute material weaknesses, (xii) our responses to potential comments from the Securities and ExchangeCommission (“SEC”), (xiii) adverse effects on the Company’s business and operations as a result of increased regulatory, media or financialreporting issues and practices, rumors or otherwise and (xiv) other factors discussed in our filings with the SEC. Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in theindustry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by ourcompetitors with the SEC or otherwise publicly available. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are


based upon information available to us as of the date of this Form 10-Q, and while we believe such information forms a reasonable basis for suchstatements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted anexhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors arecautioned not to unduly rely upon these statements. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim anyobligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflectthe occurrence of anticipated or unanticipated events.

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Table of Contents PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Loop Industries, Inc.Three and nine months ended November 30, 2017

Index to the Condensed Consolidated Financial Statements


Contents Page(s)

Condensed consolidated balance sheets at November 30, 2017 (Unaudited) and February 28, 2017 F-2

Condensed consolidated statements of operations and comprehensive loss for the three and nine months ended November 30, 2017 and 2016(Unaudited) F-3

Condensed consolidated statement of changes in stockholders’ equity for the nine months ended November 30, 2017 (Unaudited) F-4

Condensed consolidated statement of cash flows for the nine months ended November 30, 2017 and 2016 (Unaudited) F-5

Notes to the condensed consolidated financial statements F-6

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Loop Industries, Inc.Condensed Consolidated Balance Sheets

(Unaudited) As at November 30, February 28,

2017 2017 Assets


Current Assets

Cash $ 3,400,973 $ 916,487 Restricted cash 38,795 - Valued added tax and other receivables 148,905 259,297 Prepayments 15,518 -

Total current assets 3,604,191 1,175,784

Property and Equipment, net of accumulated depreciation of $734,699 and $497,244, respectively 1,659,781 1,566,969

Intellectual Property, net of accumulated amortization of $184,734 and $137,050, respectively 260,316 308,000 Total assets $ 5,524,288 $ 3,050,753 Liabilities and Stockholders' Equity Current Liabilities

Accounts payable and accrued liabilities $ 1,162,216 $ 161,536 Accrued officer compensation - 360,000 Advance from majority stockholder 72,880 391,695

Total current liabilities 1,235,096 913,231 Commitments and Contingencies Stockholders' Equity

Series A Preferred stock par value $0.0001; 25,000,000 shares authorized; one share issued and outstanding - - Common stock par value $0.0001: 250,000,000 shares authorized; 32,807,137 and 31,451,973 shares issued andoutstanding, respectively 3,281 3,146 Additional paid-in capital 21,275,564 8,723,390 Common stock issuable, 1,000,000 shares at November 30 and February 28, 2017 800,000 800,000 Accumulated deficit (17,640,510) (7,237,803)Accumulated other comprehensive loss (149,143) (151,211)

Total stockholders' equity 4,289,192 2,137,522 Total liabilities and stockholders' equity $ 5,524,288 $ 3,050,753

See accompanying notes to the condensed consolidated financial statements.

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Loop Industries, Inc.Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited) Three months ended Nine months ended November 30, November 30, 2017 2016 2017 2016 Revenue $ - $ - $ - $ - Operating Expenses -

Research and development 3,894,454 368,403 5,341,763 1,217,600 General and administrative 2,720,078 277,951 4,691,294 1,034,007 Depreciation and amortization 98,755 102,244 281,016 290,396 Foreign exchange loss (gain) (9,634) 809 88,634 (2,880)

Total operating expenses 6,703,653 749,407 10,402,707 2,539,123 Net Loss (6,703,653) (749,407) (10,402,707) (2,539,123) Other comprehensive gain (loss) -

Foreign currency translation adjustment 155,354 (18,488) (2,068) (42,846)Comprehensive Loss $ (6,548,299) $ (767,895) $ (10,404,775) $ (2,581,969) Loss per share

- Basic and Diluted $ (0.20) $ (0.02) $ (0.32) $ (0.08) Weighted average common shares outstanding

- Basic and Diluted 32,793,181 31,390,807 32,183,343 31,001,702



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Loop Industries, Inc.Condensed Consolidated Statement of Changes in Stockholders’ Equity

Nine months ended November 30, 2017(Unaudited)

Accumulated

Common stock Preferred stock Other par value $0.0001 par value $0.0001 Additional Common Comprehensive Total Number of Number of Paid-in Stock Accumulated Income Stockholders' Shares Amount shares Amount Capital Issuable Deficit (Loss) Equity

Balance,February29, 2016 29,910,800 $ 2,992 1 $ - $ 3,918,356 $ 614,001 $ (3,123,802) $ 5,931 $ 1,417,478 Issuance ofcommonshares forcash 1,275,340 128 3,825,888 3,826,016 Reclass. ofcommonsharesissuable tosharesoutstanding 204,667 20 613,981 (614,001) - Fair value ofWarrantsissued forservices 135,673 135,673 Cancellationof sharesissued forservicesand as asettlement (200,000) (20) 20 - Issuance ofcommonshares uponexercise ofwarrants forcash 200,000 20 159,980 160,000 Issuance ofshares forservices 23,166 2 69,496 69,498 Issuance ofshares uponcash-lessexercise ofwarrants 38,000 4 (4) - Fair value ofissuableshares forservices-officer 800,000 800,000 Foreigncurrencytranslation (157,142) (157,142)Net loss (4,114,001) (4,114,001) Balance,February28, 2017 31,451,973 3,146 1 - 8,723,390 800,000 (7,237,803) (151,211) 2,137,522 Issuance ofcommonshares forcash 1,141,394 114 6,114,610 6,114,724 Fair value ofwarrantsissued forservices 5,235,253 5,235,253


Fair value ofrestrictedstock unitsissued forservices 88,664 88,664

Issuance ofshares uponexercise ofwarrants forcash 193,770 19 1,162,997 1,163,016 Issuance ofshares uponcash-lessexercise ofwarrants 20,000 2 (2) - Shareissuancecosts (49,348) (49,348)Foreigncurrencytranslation 2,068 2,068 Net loss (10,402,707) (10,402,707) Balance,November30, 2017 32,807,137 $ 3,281 1 $ - $ 21,275,564 $ 800,000 $ (17,640,510) $ (149,143) $ 4,289,192


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Loop Industries, Inc.Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine months endedNovember 30,

2017 2016 Cash Flows from Operating Activities

Net loss $ (10,402,707) $ (2,539,123)Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense 233,332 242,712 Amortization expense 47,684 47,684 Fair value of warrants issued for services 5,235,253 106,053 Fair value of restricted stock units issued for services 88,664 - Changes in operating assets and liabilities:

Valued added tax and other receivables (2,831) 89,427 Prepayments (15,518) 36,129 Accounts payable and accrued liabilities 1,000,680 (196,813)Accrued officer compensation (360,000) 135,000

Net Cash Used in Operating Activities (4,175,443) (2,078,931) Cash Flows from Investing Activities

Purchases of property and equipment (273,550) (412,921)Net Cash Used in Investing Activities (273,550) (412,921) Cash Flows from Financing Activities

Proceeds from sales of common shares and exercise of warrants, net of share issuance costs (note 7) 7,228,393 3,826,016


Repayment of advances from majority stockholder (205,592)

(132,044)Net Cash Provided by Financing Activities 7,022,801 3,693,972 Effect of exchange rate changes (50,527) (26,307)Net Change in Cash and Restricted Cash 2,523,281 1,175,813 Cash and Restricted Cash - beginning of period 916,487 422,586 Cash and Restricted Cash - end of period $ 3,439,768 1,598,399 Comprises of:

Cash 3,400,973 1,598,399 Restricted cash 38,795 -

3,439,768 1,598,399 Supplemental disclosure of cash flow information:

Income tax paid $ - $ - Non Cash Financing and Investing Activities

Reclass of value added tax and other receivables to advances from majority stockholder $ 113,223 $ -


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Table of Contents

Loop Industries, Inc.Three and Nine months ended November 30, 2017 and 2016

Notes to the Condensed Consolidated Financial Statements (Unaudited) Note 1 – The Company and Basis of Presentation The Company Loop Industries, Inc. (the Company) was incorporated on March 11, 2010 under the laws of the State of Nevada, under the name “Radikal PhonesInc.” We changed our name to “First American Group Inc.” on October 7, 2010, and then we subsequently changed our name to, “Loop Industries,Inc.”, effective July 21, 2015. On June 29, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company,and the holders of common stock of Loop Holdings, Inc. (“Loop Holdings”). Under the terms and conditions of the Share Exchange Agreement, theCompany offered, sold and issued 23,257,500 shares of common stock in consideration for all the issued and outstanding shares in LoopHoldings. The effect of the issuance was that Loop Holdings shareholders held approximately 78.1% of the issued and outstanding shares ofcommon stock of the Company upon consummation of the Share Exchange Agreement. Pursuant to a Stock Redemption Agreement dated June 29, 2015 entered into commensurate with the share exchange, the Company redeemed25,000,000 shares of First American Group common stock from two stockholders’ for an aggregate redemption price of $16,000.


As the former owners and management of the Company had voting and operating control of the Company after the share exchange, thetransaction has been accounted for as a recapitalization with Loop Holdings deemed the acquiring company for accounting purposes, and theCompany deemed the legal acquirer. No step-up in basis or intangible assets or goodwill was recorded and the aggregate cost of $60,571representing the net liabilities assumed of $35,243, $16,000 cost of the redeemed shares and closing costs of $9,328 has been reflected as a costof the transaction. The consolidated financial statements reflect the historical results of the Company prior to the Share Exchange, and that of thecombined company following the Share Exchange. The Company engages in the designing, prototyping and building a closed loop plastics recycling business that leverages a proprietary de-polymerization technology. All references to shares of common stock in this Report on Form 10-Q give retroactive effect to a one-for-four (1:4) reverse split of the Company’sissued and outstanding shares of common stock, which reverse split took effect on the OTCQB on September 21, 2015. On May 24, 2016, 9449507 Canada Inc. was incorporated to carry on the Company’s depolymerization business. On November 11, 2016, theshares of 9449507 Canada Inc., which were wholly owned by Mr. Solomita, were transferred to Loop Industries, Inc. On December 23, 2016,9449507 Canada Inc. changed its legal name to Loop Canada Inc. On December 31, 2016, all employees, assets, liabilities, and operationspertaining to the Company’s depolymerization business, were transferred to Loop Canada Inc. from 8198381 Canada Inc., a company whollyowned by Mr. Solomita. On March 9, 2017, Loop Holdings, a wholly-owned subsidiary of the Company, merged with and into the Company, with the Company being thesurviving entity as a result of the merger. On September 1, 2017, 9449710 Canada Inc. was incorporated, to assist in the depolymerisation business, and is a wholly-owned subsidiary ofLoop Canada Inc. On November 20, 2017, Loop Industries Inc. commenced trading on the NASDAQ Global Market under its new trading symbol, “LOOP”.

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Table of Contents Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Loop Industries, Inc. and its wholly-owned subsidiaries(collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America forinterim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of theinformation and footnotes required by generally accepted accounting principles for complete financial statements. The balance sheet informationas of February 28, 2017 is derived from the Company’s audited consolidated financial statements and related notes for the fiscal year endedFebruary 28, 2017, which is included in Item 8 of the Company’s 2017 Amended Annual Report on Form 10-K/A filed with the Securities andExchange Commission (SEC) on January 12, 2018. These unaudited interim condensed consolidated financial statements should be read inconjunction with those consolidated financial statements. In the opinion of management, all normal recurring adjustments considered necessaryfor a fair presentation have been included. Operating results for the three and nine months ended November 30, 2017 are not necessarilyindicative of the results that may be expected for the year ending February 28, 2018. Intercompany balances and transactions have been eliminated in consolidation. Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assetsand the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financialstatements, the Company has no recurring source of revenue and during the nine months ended November 30, 2017, the Company incurred a netloss of $10,402,707 and used cash in operations of $4,175,443. As of November 30, 2017, the Company had cash on hand of $3,400,973 andstockholders’ equity of $4,289,192. Subsequent to November 30, 2017 and as more fully explained in note 8 – Subsequent Events, the Board approved the issuance of up to1,100,000 shares of the common stock of the Company at $12.00 per share. At January 11, 2018, the Company had sold 612,667shares foraggregate gross proceeds of $7.4 million. As a result, management estimates that the current funds on hand will be sufficient to continueoperations for the next twelve months. Management may consider seeking additional funds, primarily through the issuance of debt and equity


securities for cash to advance the development of our projects to the point at which they will become commercially viable. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company.Even if the Company could obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or causesubstantial dilution for our stock holders, in case of equity financing. Note 2 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financialstatements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Those estimates and assumptions include estimates for depreciable lives of property and equipment, analysis of impairments of recordedintellectual property, accruals for potential liabilities and assumptions made in calculating the fair value of certain stock instruments. Foreign Currency Translations and Transactions The accompanying consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capitalaccounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capitaltransactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenses are translatedat the average exchange rate of the period. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations.We currently do not engage in any currency hedging activities.

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Table of Contents The following table summarizes the exchange rates used:

Nine Months EndedNovember 30,

2017 2016 Period end Canadian $: US Dollar exchange rate $ 0.78 $ 0.74 Average period Canadian $: US Dollar exchange rate $ 0.77 $ 0.77 Restricted cash In December 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash which requires that a statement ofcash flows explain the change during the period in the total cash, cash equivalents, and amounts generally described as restricted cash orrestricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included withcash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Thisguidance must be applied retrospectively to all periods presented. Management adopted this ASU beginning March 1, 2017. All prior periods havebeen adjusted to conform to the current period presentation, which resulted in no changes to the statement of cash flows for the nine monthsended November 30, 2016. As at November 30, 2017, the Company’s restricted cash consists of term deposits, held as collateral for the revolving credit facility (Note 5). Value added tax, tax credits and other receivables The Company is registered for the Canadian Federal and Provincial Goods and Services Taxes. As a registrant, the company is obligated to


collect, and is entitled to claim sale taxes paid on its expenses and capital expenditures incurred in Canada. As at the Balance Sheet date ofNovember 30 and February 28, 2017, the computed net recoverable sale taxes amounted to $128,905 and $198,830, respectively. Research and Development Costs Research and development expenses relate primarily to the development, design, testing of preproduction samples, prototypes and models,compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded amounted to $3,894,454 and$368,403 for the three months ended November 30, 2017 and 2016, respectively, and to $5,341,763 and $1,217,600 for the nine months endedNovember 30, 2017 and 2016, respectively. Research and development costs are net of $4,472 of grants received and research and developmenttax credit of $127,713 claimed during the period ended November 30, 2017. Net Loss per Share The Company computes net loss per share in accordance with FASB ASC 260 Earnings per share. Basic earnings (loss) per share is computedby dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstandingduring the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by theweighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if alldilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computationif their effect is antidilutive. For the three and nine months ended November 30, 2017 and 2016, the calculations of basic and diluted loss per share are the same becausepotential dilutive securities would have an anti-dilutive effect. The potentially dilutive securities consisted of 1,000,000 common shares issuable,2,684,582 outstanding warrants and 34,102 outstanding restricted stock units as of November 30, 2017 and 2,035,004 outstanding warrants as ofNovember 30, 2016.

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Table of Contents Stock Compensation In March 2016, the FASB issued ASU 2016-09, Compensation–Stock Compensation (Topic 718), which is intended to simplify accounting forshare-based payment transactions. The ASU changed several aspects of the accounting for share-based payment award transactions, includingaccounting for income taxes, forfeitures and minimum statutory tax withholding requirements. Management adopted this ASU beginning March 1,2017, with an immaterial impact to the Company's consolidated net loss and cash flows. The Company accounts for stock compensation in accordance with ASC Subtopic 718-10. Stock compensation expense for a given warrant isrecognized over the requisite service period. The Company accounts for forfeitures on share-based payments by recognizing forfeiture awards asthey occur The Company determines the fair value of restricted stock units awarded to employees and directors based on the closing market price of theCompany's common stock on the date of grant. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue fromContracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAPand replace it with a principle based approach for determining revenue recognition. On August 12, 2015, FASB delayed the requiredimplementation to fiscal years beginning after December 15, 2017 but now permitted organizations such the Company to adopt earlier. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU alsowill require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts,including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Entities cantransition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. As the Company does not currently


have any revenues from contracts with customers, the adoption of ASU 2014-09 on March 1, 2018 will not to have an impact, on transition. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right ofuse asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for allinterim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approachis required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presentedin the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 onthe Company’s financial statements and disclosures. Note 3 – Property and Equipment Estimated Useful November 30, February 28, Life 2017 2017 (years) Machinery and Equipment 5 - 7 $ 1,845,256 $ 1,590,187 Office equipment and furniture 5 - 8 166,877 131,607 Leasehold improvements 3 382,347 342,419 2,394,480 2,064,213 Less: accumulated depreciation (734,699) (497,244)

Property and equipment, net $ 1,659,781 $ 1,566,969

Depreciation expense amounted to $82,859 and $86,349 for the three months ended November 30, 2017 and 2016, respectively and to $233,332and $242,712 for the nine months ended November 30, 2017 and 2016, respectively.

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Table of Contents Note 4 – Intellectual Property On October 27, 2014, the Company entered into an intellectual property agreement with Mr. Hatem Essaddam wherein the Company purchasedfor cash of $445,050, a certain technique and method for the depolymerization of polyethylene terephthalate at ambient temperature andatmospheric pressure. The Company is using such intellectual property as part of their research and development activities. The technology isbeing amortized using the straight-line method over the 7 years estimated useful life of the patents. In addition to the $445,050 paid by the Company under the Intellectual Property Assignment Agreement, the Company is required to makeadditional payments totaling CDN$800,000 to Mr. Essaddam within sixty (60) days of each of the following milestones (the “Milestones”) havingbeen met, as follows:

(i) CDN$200,000 when an average of twenty (20) metric tons per day of terephthalic acid is produced by the Company for twenty (20) operating days;

(ii) CDN$200,000 when an average of thirty (30) metric tons per day of terephthalic acid is produced by the Company for thirty (30) operating days;

(iii) CDN$200,000 when an average of sixty (60) metric tons per day of terephthalic acid is produced by the Company for sixty (60) operating days; and

(iv) CDN$200,000 when an average of one hundred (100) metric tons per day of terephthalic acid is produced by the Company for sixty (60) operatingdays.

As of November 30, 2017, the Company is still in its test pilot program, none of the Milestones have been met, and accordingly no additionalpayments have been made. Additionally, the Company is obligated to make royalty payments to Mr. Essaddam of up to CDN$25,700,000, payable as follows:

(a) 10% of gross profits on the sale of all products derived by the Company from the technology assigned to the Company under the agreement;


(b) 10% of any license fee paid to the Company in respect of any licensing or other right to use the technology assigned to the Company and grantedto a third party by the Assignee;

(c) 5% of any royalty or other similar payment made to the Company by a third party to whom a license or other right to use the technology assigned tothe Company has been granted by the Company; and

(d) 5% of any royalty or other similar payment made to the Company by a third party in respect of a sub-license or other right to use the technologyassigned to the Company granted by the third party.

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Table of Contents As of November 30, 2017, the Company has not made any royalty payments under the Intellectual Property Assignment Agreement. Amortization expense amounted to $15,895 and $15,895 for the three months ended November 30, 2017 and 2016, respectively and to $47,684and $47,684 for the nine months ended November 30, 2017 and 2016, respectively. Note 5 – Credit facility On September 12, 2017, the Company entered into a credit facility consisting of a CDN$50,000 credit card facility, secured by a CDN$50,000


Guaranteed Investment Certificate bearing interest at 0.45%, annually, maturing on October 1, 2018. Note 6 – Related Party Transactions Advances from Major Shareholder Mr. Daniel Solomita, the Company’s major stockholder and CEO, or companies controlled by him, previously made advances to the Company.The advances were unsecured, non-interest bearing with no formal terms of repayment. During the period ended November 30, 2017, theCompany repaid to Mr. Solomita or companies controlled by him, as applicable, an aggregate amount of $249,762 and netted against theadvances an aggregate amount of $113,223 representing value added taxes and other receivables owed to Mr. Solomita. The amounts due tothese entities as of February 28, 2017 were $391,695. Employment Agreement and Accrued Compensation due to Major Shareholder The Company entered into an employment agreement with Daniel Solomita, the Company’s President and Chief Executive Officer for an indefiniteterm. During the term, the officer shall receive monthly salary of $15,000. Compensation expense under this agreement for the nine month periodended November 30, 2017 and 2016 amounted to $135,000. As at February 28, 2017, accrued compensation $360,000 was due to Mr. Solomita.As at November 30, 2017, the total accrued compensation due to Mr. Solomita was paid. In addition, as previously disclosed, the Company agreed to grant the Mr. Solomita 4 million shares of the Company’s common stock, if certainmilestones were met. Effective April 10, 2017, the Company achieved the first milestone by becoming qualified to trade on the OTCQX and began trading that samedate. Therefore, management determined it was probable that the first performance condition would be achieved at February 28, 2017 and theofficer’s entitlement to 1,000,000 shares with a fair value of $800,000, in aggregate, had vested. The performance conditions for the remaining3,000,000 shares of common stock are not considered probable therefore the stock based compensation expense associated with the grant hasnot been recognized.

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Table of Contents Note 7 – Stockholders’ Equity Common Stock On May 4, 2017, the Board of Directors approved the issuance and sale of 1,123,266 common shares of the Company’s common stock, par value$0.0001 per share at an offering price of $5.25 per share, for gross proceeds of $5,897,188. On September 7, 2017, the Board of Directors approved the issuance and sale of 18,128 common shares of the Company’s common stock, parvalue $0.0001 per share at an offering price of $12.00 per share, for gross proceeds of $217,536. In addition, the Company reclassified the stocksubscriptions in the amount of $54,780, in aggregate, to common stock and paid-in capital. The shares issued to investors were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the private offeringsafe harbor provision of Rule 506 Regulation D. Equity Incentive Plan On July 6, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”). The Plan permits the granting of options, stock appreciationrights, restricted stock and restricted stock units to employees, directors and consultants of the Company. A total of 3,000,000 shares of commonstock were reserved for issuance under the Plan with an automatic share reserve increase, as defined in the Plan, effective commencing March 1,2018. The Plan is administered by the Board of Directors who designates eligible participants to be included under the Plan, the number of awardsgranted, the share price pursuant to the awards and the vesting conditions and period. The awards, when granted, will have an exercise price ofno less than the estimated fair value of shares at the date of grant and a life not exceeding 10 years from the grant date. However, where aparticipant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the option will notexceed 5 years. Stock Options


On October 19, 2017, the Company’s former Chief Financial Officer, terminated her employment and pursuant to the separation agreement ofOctober 25, 2017, forfeited all vested and unvested warrants, being 100,000 vested and 450,000 unvested warrants. All requisite services wererendered for stock compensation costs recognized, amounting to $505,986, until the date of termination. The warrants were originally granted onApril 3, 2017 with an exercise price of $5.25 and had an aggregate fair value of $2,524,995, as determined by a Black-Scholes option pricingmodel. On November 8, 2017, the Company issued to its new Chief Financial Officer, Mr. Frank Zitella, under the Plan, a warrant to purchase up to200,000 shares of common stock at an exercise price $13.89 per share, which vests in 1/3 increments over a period of three years, commencingon November 8, 2018, and having a contractual life of 10 years. This warrant has a grant date fair value of $1,928,840 as determined by a BlackScholes option pricing model and will be amortized over the vesting period. In addition, the Company issued to its Chief Financial Officer a warrantto purchase up to 80,000 additional shares of common stock at an exercise price of $13.89 that will vest when certain milestones are achieved.This warrant has a grand date fair value of $771,536 as determined by a Black Scholes option pricing model and amortization will commencewhen it is probable that the milestones will be achieved. The warrants grant date fair value were determined by a Black Scholes option pricing model with the following assumptions: Risk-free interest rate 2.10%Expected dividend yield 0%Expected volatility 80%Expected life 6 years

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Table of Contents During the three months ended August 31, 2017, the Company issued three warrants to two employees, not covered under the Plan, to purchaseup to 530,000 shares of common stock, in aggregate, at an exercise price of $5.25 per share. The warrants to purchase up to an aggregate of100,000 and 380,000 shares of common stock, respectively, each vest quarterly in equal amounts over 24 and 48 months, respectively, beginningon July 24, 2017 and June 13, 2017, respectively, and each have a contractual life of 10 years. These warrants collectively have a grant date fairvalue of $4,786,142 as determined by a Black Scholes option pricing model and will be amortized over the vesting period. In addition, a warrant topurchase up to 50,000 additional shares of our common stock will vest when certain milestones are achieved. This warrant had a grant date fairvalue of $479,885 as determined by a Black Scholes option pricing model and amortization will commence when it is probable that the milestoneswill be achieved. The warrants grant date fair value were determined by a Black Scholes option pricing model with the following assumptions: Risk-free interest rate 1.46 to 1.74%Expected dividend yield 0%Expected volatility 82 to 94%Expected life 3 to 5 years During the three months ended November 30, 2017, the Company issued three warrants to three employees, under the Plan, to purchase up to950,000 shares of common stock, in aggregate, at exercise prices ranging from $12.00 to $13.49 per share. The warrants to purchase up to anaggregate of 950,000 shares of common stock vest 200,000 and 100,000 warrants immediately, respectively, and, the balance, monthly in equalamounts over 60 and 24 months, respectively, beginning September 14, 2017 and October 16, 2017, respectively, and each have a contractual life


of 10 years. These warrants collectively have a grant date fair value of $10,412,575, in aggregate, as determined by a Black Scholes optionpricing model and will be amortized over the vesting period. The warrants grant date fair value were determined by a Black Scholes option pricing model with the following assumptions: Risk-free interest rate 1.50 to 2.15%Expected dividend yield 0%Expected volatility 80 to 94%Expected life 3 to 6 years During the period ended August 31, 2017, the Company amended the terms of warrants to purchase up to 702,081 shares of our common stockwhich were originally issued on December 1, 2015 to three employees. The amendment extended the expiry date of the warrants to November 30,2025 from November 30, 2017. As a result of the modification, we recognized additional compensation expense of $63,677. Amortization of these costs amounted to $4,314,880 and $32,348 for the three months period ended November 30, 2017 and 2016, respectively,and to $5,235,253 and $106,053 for the nine months period ended November 30, 2017 and 2016, respectively, and are included in operatingexpenses. As of November 30, 2017 and 2016, the unamortized balance of these costs was $15,844,331 and $424,142. The aggregate intrinsicvalue of the warrants outstanding as of November 30, 2017 was $20,251,990 calculated as the difference between the closing market price of$14.70 and the exercise price of the Company’s warrants as of November 30, 2017.

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Table of Contents The table below summarizes the Company’s warrant activities:

Number ofWarrantShares

ExercisePrice Range

PerShare

WeightedAverageExercise

Price Balance, February 28, 2017

1,647,670 $0.80 to

$6.00 $ 2.91 Granted

2,310,000 $5.25 to$13.89 $ 9.23

Forfeited

(515,418) $0.80 to

$5.25 $ 4.95 Exercised

(213,770) $0.80 to

$6.00 $ 5.52 Expired

(543,900) $5.25 to

$6.00 $ 5.86


Balance, November 30, 2017 2,684,582

$0.80 to$13.89 $ 7.16

Earned and exercisable, November 30, 2017

966,250 $0.80 to$13.49 $ 4.90

Unvested, November 30, 2017

1,718,332 $0.80 to$13.89 $ 8.42

As at November 30, 2017, 20,000 shares of the Company’s common stock were issued as a result of a cashless exercise of 22,919 warrants withan exercise price of $0.80 and a fair value of $0.55. In addition, the Company issued 193,770 shares of its common stock upon the exercise ofwarrants at an offering price of $6.00 per share, resulting in proceeds of $1,163,016. The following table summarizes information concerning outstanding and exercisable warrants as of November 30, 2017: Warrants Outstanding Warrants Exercisable

Range ofExercise Prices

NumberOutstanding

AverageRemaining

Contractual Life(in years)

WeightedAverage Exercise

Price

NumberExercisable

AverageRemaining

Contractual Life (inyears)

Weighted AverageExercise Price

$ 0.80 912,082 6.21 $ 0.80 594,582 6.32 $ 0.80 $ 3.00 12,500 0.50 $ 3.00 12,500 0.50 $ 3.00 $ 5.25 530,000 9.74 $ 5.25 36,250 9.74 $ 5.25 $ 12.00 700,000 9.79 $ 12.00 216,668 9.79 $ 12.00 $ 13.49 250,000 9.88 $ 13.49 106,250 9.88 $ 13.49 $ 13.89 280,000 9.94 $ 13.89 - - $ - Total 2,684,582 966,250

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Table of Contents Restricted Stock Units During the period ended November 30, 2017, the Company issued, under the Plan, four restricted stock unit awards to directors of the Companyto purchase up to 34,102 shares of common stock, in aggregate. The restricted stock units vest upon completion of services, on May 31, 2018.These restricted stock units have a grant date fair value of $443,326, based on the closing market price of the Company's common stock on thedate of grant, reduced by the present value of the estimated future dividends during the vesting period in which the restricted stock rights holderwill not participate. The weighted average grant date fair value of the restricted stock units is $13.00 and no dividends are expected during thevesting period. Amortization of these costs amounted to $88,665 for the three months period ended November 30, 2017, and are included in operating expenses.As of November 30, 2017, the unamortized balance of these costs was $354,661. Note 8 – Subsequent Events Common Stock On January 9, 2018, the Board of Directors approved plans to issue and sell in a private placement up to 1,100,000 shares of common stock, parvalue $0.0001 per share, of the Company (the “Shares”) at an offering price of $12.00 per share and to issue warrants to investors to purchase upto a number of shares of Common Stock equal to 25% of the Shares purchased (the “Private Placement”). At January 11, 2018, the Company had sold 612,667 Shares and 104,167 warrants for gross proceeds of $7.4 million. In connection with the Private Placement, the Company agreed to file a registration statement to register the Shares (the “Resale RegistrationStatement”). The warrants will only vest if the Company does not file the Resale Registration Statement covering the shares sold in the PrivatePlacement within 60 days of the closing of the Private Placement. The Company also granted holders of the Shares piggyback registration rightsfor certain registration statements. Additionally, for a period of 90 days following the closing of the Private Placement, in the event the Companyissues shares of common stock or any securities of the Company that would entitle the holder thereof to acquire common stock for a consideration


per share less than $12.00 per share (subject to certain customary exceptions, including but not limited to issuances pursuant to existing equityincentive plans and strategic partnerships or relationships), certain investors would be entitled to additional shares of common stock equal to thequotient of the aggregate price paid by the investor for the total number of shares purchased divided by the price per share that was issued forconsideration per share less than $12.00 per share less the number of shares purchased by such investor in the Private Placement. The Shares and warrants were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon the private offering safeharbor provision of Rule 506 Regulation D, Section 4(a)(2) of the Act or Regulation S. Promise to Purchase a Land and Building On December 11, 2017, the Company entered into a promise to purchase land and building for consideration of $2,153,123, in aggregate. Anamount of $77,590, was deposited in escrow on the date of the agreement. Subject to satisfactory due diligence, in its sole discretion, theCompany has until February 9, 2018 to proceed to the execution of the deed of sale.

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Table of Contents ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with the unaudited condensed interim consolidated financial statements and thenotes thereto included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and the notes thereto included inour most recent Amended Annual Report on Form 10-K/A, which was filed with the Securities and Exchange Commission, or the SEC, on January12, 2018.

The following information and any forward-looking statements should be considered in light of factors discussed elsewhere in this Quarterly

Report on Form 10-Q, including those risks identified in the “Risk Factors” section of our most recent Amended Annual Report on Form 10-K/Aand refer to the Cautionary Note Regarding Forward-Looking Statements on page 1. Introduction


Loop Industries, Inc. (the “Company”, “Loop”) is an innovative technology company focused on sustainability. Our mission is to accelerate theworld’s shift toward sustainable plastic and away from its dependence on fossil fuels, essentially enabling a truly circular economy. Our patented, FDA approved technology decouples plastic from fossil fuels, depolymerizing waste PET plastic and polyester fiber into its basebuilding blocks; purified terephthalic acid and mono ethylene glycol. The resulting monomers are then polymerized into virgin-quality PET plasticused in food-grade plastic packaging such as water and soda bottles and polyester fiber for textile applications. Loop’s technology allows for low value and no value waste PET plastic and polyester fibers such as carpets and clothing to be upcycled into highvalue PET/Polyester packaging for consumer goods companies. Our zero energy depolymerization technology specifically targets PET/Polyesterallowing for the removal of all waste impurities, such as colors/dyes, labels and non-PET plastic waste. Plan of Operation During the last three years we have positioned Loop to be a leader in sustainability and the circular economy. We built our pilot plant inTerrebonne, Canada to optimize and showcase our proprietary depolymerization technology. We are currently expanding our pilot plant toincrease capacity as we begin our next phase of commercialization. We are focused on commercialization of our technology through a hybrid revenue model consisting of licensing our technology to world classmultinational supply chain management companies to manufacture Loop™ branded PET resin, and we may also participate with an equity interestin the manufacturing partnerships and/or joint-ventures. We believe this model will position Loop to ramp up commercial operations more rapidlyin order to satisfy demand for sustainable plastics from global consumer brands and achieve meaningful substitution of oil based PET resins. Webelieve this model will also allow us to partner with others and ramp up capital intensive manufacturing operations to commercialize ourtechnology without having to raise significant new capital and incur resulting significant equity dilution. The company plans to negotiate take or pay contracts with global consumer goods companies for the sale of Loop™ PET resin. Loop will continueto create brand value for Loop™ PET resin, by leveraging the global consumer goods company’s marketing and branding initiatives. We plan to allocate capital to strengthen our intellectual property portfolio, build a core competency in managing strategic relationships andcontinue enhancing our Loop brand value. Our research and development innovation hub in Terrebonne, Canada will continue optimizing ourcurrent technology as well as innovate into new areas of sustainability. We are investing in building a strong management team to integrate bestin class processes and practices while maintaining our entrepreneurial culture. On November 20, 2017, our securities began trading on The NASDAQ Global Market, under the trading symbol “LOOP”, which we believe willprovide the Company heightened exposure with a global audience and greater access to capital.

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Table of Contents Results of Operations The following tables summarize our operating results. Three months ended Change November 30, 2017 vs 2016 2017 2016 $ % Revenue $ - $ - $ - - Operating Expenses -

Research and development 3,894,454 368,403 3,526,051 957%General and administrative 2,720,078 277,951 2,442,127 879%Depreciation and amortization 98,755 102,244 (3,490) -3%Foreign exchange loss (gain) (9,634) 809 (10,443) -1291%

Total operating expenses 6,703,653 749,407 5,954,246 795% Net Loss, before the undernoted $ (6,703,653) $ (749,407) $ (5,954,246) 795%

Adjusted for Share Based Compensation: Non-recurring $ 3,230,910 $ - $ 3,230,910 - Ongoing 1,172,635 40,149 1,132,486 2821%

Total Share Based Compensation $ 4,403,545 $ 40,149 $ 4,363,396 10868% Adjusted Net Loss $ (2,300,108) $ (709,258) $ (1,590,850) 224% Adjusted Operating Expenses $ 2,300,108 $ 709,258 $ 1,590,850 224% Adjusted Operating Expenses exclude Share Based Compensation amounts.

5


Table of Contents Nine months ended Change November 30, 2017 vs 2016 2017 2016 $ % Revenue $ - $ - $ - - Operating Expenses -

Research and development 5,341,763 1,217,600 4,124,163 339%General and administrative 4,691,294 1,034,007 3,657,287 354%Depreciation and amortization 281,016 290,396 (9,380) -3%Foreign exchange loss (gain) 88,634 (2,880) 91,514 -3178%

Total operating expenses 10,402,707 2,539,123 7,863,584 310% Net Loss, before the undernoted $ (10,402,707) $ (2,539,123) $ (7,863,584) 310%

Adjusted for Share Based Compensation: One-time $ 3,230,910 $ - $ 3,230,910 - Ongoing 2,093,007 106,053 1,986,954 1874%

Total Share Based Compensation $ 5,323,917 $ 106,053 $ 5,217,864 4920% Adjusted Net Loss $ (5,078,790) $ (2,433,070) $ (2,645,720) 109% Adjusted Operating Expenses $ 5,078,790 $ 2,433,070 $ 2,645,720 109% Adjusted Operating Expenses exclude Share Based Compensation amounts.

6


Table of Contents Operating expenses for the three and nine month period ended November 30, 2017 were $6.7 million and $10.4 million, respectively, an increaseof $6.0 million and $7.9 million, compared to the same periods in 2016. Increases in both the three and nine month periods over the prior year ispartially attributable to non-cash stock compensation of $4.4 million and $5.2 million, respectively. Research and development expenses for the three and nine month period ended November 30, 2017 were $3.9 million and $5.3 million,respectively, representing an increase of $3.5 million and $4.1 million, respectively. The increase in research and development expenses for the three month period was primarily attributable to an increase in non-cash stockcompensation of $2.9 million, design and planning costs of $0.4 million incurred in connection with our Terrebonne Pilot Plant, and an increase instaff costs of $0.1 million. Of the $2.9 million stock compensation increase, $2.3 million was recorded in the quarter ended November 30, 2017 asthe stock options were fully vested on grant date and the remaining amount, $0.6 million, represents amounts recorded over the requisite vestingservice period. The increase in research and development expenses for the nine month period ended November 30, 2017 was primarily due to an increase innon-cash stock compensation of $3.1 million, costs incurred to enhance our Terrebonne Pilot Plant of $0.9 million, and an increase in staff costs of$0.4 million. Of the $3.1 million stock compensation increase, $2.3 million was recorded in the nine month period ended November 30, 2017 asthe stock options were fully vested on grant date and the remaining amount, $0.8 million, represents amounts recorded over the requisite vestingservice period. General and administrative expenses for the three and nine month period ended November 30, 2017 were $2.7 million and $4.7 million,respectively, an increase of $2.4 million and $3.7 million, respectively. The increase in general and administrative expenses for the three month period was primarily attributable to an increase in non-cash stockcompensation of $1.5 million, an increase in legal and accounting fees of $0.4 million, an increase in staff costs of $0.3 million and NASDAQ initialfiling fees of $0.1 million. Of the $1.5 million stock compensation increase, $0.9 million was recorded in the quarter ended November 30, 2017 asthe stock options were fully vested on grant date and the remaining amount, $0.6 million, represents amounts recorded over the requisite vestingservice period. The increase in general and administrative expenses for the nine month period ended November 30, 2017 was primarily due to an increase innon-cash time-based stock compensation of $2.1 million which includes $0.5 million stock compensation for the former CFO, an increase in legal


and accounting fees of $0.6 million, an increase in staff costs of $0.6 million, and NASDAQ initial filing fees of $0.2 million. Of the $2.1 million stockcompensation increase, $0.9 million was recorded in the nine month period ended November 30, 2017 as the stock options were fully vested ongrant date and the remaining amount, $1.2 million, represents amounts recorded over the requisite vesting service period. Liquidity and Capital Resources As reflected in the accompanying unaudited interim condensed consolidated financial statements, we have no recurring source of revenue andduring the nine months ended November 30, 2017, we incurred a net loss of $10.4 million and used cash in operations of $4.2 million. As ofNovember 30, 2017, we had cash on hand of $3.4 million and stockholders’ equity of $4.3 million. On January 9, 2018, the Board approved the issuance of up to 1,100,000 common shares at an offering price of $12.00. At January 11, 2018, theCompany had sold 612,667 shares for gross aggregate proceeds of $7.4 million. As a result, management estimates that funds on hand will besufficient to continue operations during the next twelve months. Management may consider seeking additional funds in the future, primarily through the issuance of debt and equity securities for cash to advancethe development of our projects to the point at which they will become commercially viable.

7


Table of Contents No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company.Even if the Company could obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or causesubstantial dilution for our stock holders, in case of equity financing. Off-Balance Sheet Arrangements As of November 30, 2017, we did not have any off-balance sheet arrangements as defined in the rules and regulations of the SEC. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by thisItem. ITEM 4. CONTROLS AND PROCEDURES. Management’s Evaluation of our Disclosure Controls and ProceduresEDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved.

Under the supervision and with the participation of our management, including our Chief Executive Officer and the Chief Financial Officer, we areresponsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined inRules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal quarter covered by this report. Disclosure controls andprocedures means that the material information required to be included in our SEC reports is recorded, processed, summarized and reportedwithin the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made knownto us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principalexecutive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effectiveas of November 30, 2017. Changes in Internal Control over Financial Reporting In light of the restatement to our fiscal 2017 consolidated financial statements, our Chief Executive Officer and Chief Financial Officer have re-evaluated our internal control over financial reporting and its disclosure controls and procedures and concluded that they were not effective atFebruary 28, 2017. Furthermore, the CEO and CFO have determined that at May 31, 2017, August 31, 2017 and November 30, 2017, our internalcontrol over financial reporting were not effective. The material weakness that existed on those dates are described in Part II, Item 9A – Controlsand Procedures in our most recent Amended Annual Report on Form 10-K/A, filed on January 12, 2018. We are committed to remediating ourmaterial weaknesses as promptly as possible. Implementation of our remediation plans has commenced and is being overseen by the AuditCommittee. We have taken steps to enhance our internal control over financial reporting and plan to take additional steps to remediate the materialweaknesses. Specifically: · We appointed additional independent members with public company board experience to our board of directors, · We established an audit committee · We engaged a third-party Sarbanes-Oxley consultant to assist in addressing controls and process gaps · We added staff to our finance team, and outsourced to third party the assessment of certain complex transactions under US GAAP

· We developed and communicated a series of corporate policies, including the Whistle-Blower Policy, Insider Trading Policy, Global Anti-CorruptionPolicy and Related Party Transaction policy

· On October 8, 2017, we hired a General Counsel to the management team, and · On November 8, 2017, we hired a Chief Financial Officer with public company experience We believe that the measures described above will strengthen our internal control over financial reporting. We expect that our efforts, includingdesign, implementation and testing will continue throughout fiscal year 2018.

8


Table of Contents

PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. As ofNovember 30, 2017, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involveus that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business, financial condition oroperating results. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time totime that may harm our business. We anticipate that we will expend significant financial and managerial resources in the defense of our intellectual property rights in the future if webelieve that our rights have been violated. We also anticipate that we will expend significant financial and managerial resources to defend againstclaims that our products and services infringe upon the intellectual property rights of third parties. ITEM 1A. RISK FACTORS. We are subject to various risks and uncertainties in the course of our business. Risk factors relating to us are set forth under "Risk Factors" in ourAnnual Report on Form 10-K for the year ended February 28, 2017, filed on May 30, 2017, as amended by Amendment No. 1 thereto on Form 10-K/A, filed on January 12, 2018, and our Quarterly Report on Form 10-Q for the quarter ended August 31, 2017, filed on October 11, 2017, asamended by Amendment No.1 thereto on Form 10-Q/A filed on January 12, 2018, and in our other filings with the SEC. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. On September 7, 2017, we sold to accredited investors an aggregate of 18,128 shares of its common stock, par value $0.0001 per share (the"Shares") for an aggregate purchase price of approximately $0.2 million in a private placement offering (the "Private Placement"). The net proceeds of the Private Placement are expected to be used as general working capital of the Company. For these unregistered sales, we relied on the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder based onthe following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtainedfrom the purchasers relative to their accreditation and/or sophistication and/or their relationship to the company (directors and officers), (iv) theprovision of appropriate disclosure, and (v) the placement of restrictive legends on the certificates reflecting the securities coupled with investmentrepresentations obtained from the purchasers. A copy of the form of Common Stock Subscription Agreement is attached as Exhibit 10.4 to this report and is incorporated herein by reference. ITEM 3. DEFAULTS UPON SENIOR SECURITIES.


None. ITEM 4. MINE SAFETY DISCLOSURES. None. ITEM 5. OTHER INFORMATION. None.

9


Table of Contents ITEM 6. EXHIBITS. The following Exhibits, as required by Item 601 of Regulation S-K, are attached or incorporated by reference, as stated below.

Exhibit Index

Incorporated by Reference Number Description Form File No. Filing Date Exhibit No.3.1 Articles of Incorporation 10-K 000-54768 May 30, 2017 3.1


http://www.sec.gov/Archives/edgar/data/1504678/000147793217002605/llpp_ex31.htm


3.2 By-laws S-1 333-171091 Dec 10, 2010 3.2

4.1 Form of 2015A Warrant Filed herewith 4.2 Form of 2015B Warrant Filed herewith 4.3 Form of 2017 Warrant Filed herewith 10.1 Employment Agreement, dated March 17, 2017, by and between D.

Jennifer Rhee and Loop Industries, Inc. 10-Q 000-54768 July 14, 2017 10.2

10.2 Separation Agreement, dated October 25, 2017, by and between D.Jennifer Rhee and Loop Industries, Inc.

8-K 000-54768 October 25, 2017 10.1

10.3 Employment Agreement, dated October 20, 2017 by and between FrankZitella and Loop Canada, Inc.

Filed herewith

10.4 Form of Common Stock Subscription Agreement Filed herewith 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002. Filed herewith

31.2 Certification of Principal Financial Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002.

Filed herewith

32.1 Certification of Principal Executive Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002.

Furnished herewith

32.2 Certification of Principal Financial Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002.

Furnished herewith

101.INS XBRL Instance Document Filed herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

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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 theundersigned, thereunto duly authorized. LOOP INDUSTRIES, INC.

Date: January 12, 2018 By: /s/ Daniel Solomita Name: Daniel Solomita Title: President and Chief Executive Officer

(principal executive officer) Date: January 12, 2018 By: /s/ Frank Zitella Name: Frank Zitella Title: Chief Financial Officer (principal accounting

officer and principal financial officer)

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EXHIBIT 4.1

WARRANT THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) ORAPPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THEPROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATESECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONSINVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

Warrant to Purchase [______] Shares of Common Stock

LOOP INDUSTRIES, INC.

Date of Issuance: [_________], 2015 No. [_______]

THIS CERTIFIES that, for value received, [________________], or [his/her/their/its] assigns (in either case, the “Holder”) is entitled topurchase, subject to the provisions of this Warrant, from Loop Industries, Inc., a Nevada corporation (the “Company”), at the price per share setforth in Section 8 hereof, that number of shares of the Company’s common stock (the “Common Stock”) set forth in Section 7 hereof. This Warrantis referred to herein as the “Warrant” and the shares of Common Stock issuable pursuant to the terms hereof are sometimes referred to herein as“Warrant Shares.”

1. a. Holder Exercise of Warrant. This Warrant shall be exercisable in part or in whole. To exercise this Warrant, the Holder shall deliver to

the Company at its principal office, (a) a written notice, in substantially the form of the exercise notice attached hereto as Exhibit A (the “ExerciseNotice”), of the Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (b) acheck in the amount of the aggregate exercise price for the Warrant Shares being purchased, or election to use the cashless exercise procedurein Section 1(b) below, and (c) this Warrant. The Company shall as promptly as practicable, and in any event within twenty (20) days after deliveryto the Company of (i) the Exercise Notice, (ii) the check mentioned above, and (iii) this Warrant, execute and deliver or cause to be executed anddelivered, in accordance with such notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified insuch notice, provided this Warrant has vested on or prior to the date such notice is delivered. Each certificate representing Warrant Shares shallbear the legend or legends required by applicable securities laws as well as such other legend(s) the Company requires to be included oncertificates for its Common Stock. The Company shall pay all expenses and other charges payable in connection with the preparation, issuanceand delivery of such stock certificates except that, in case such stock certificates shall be registered in a name or names other than the name ofthe Holder, funds sufficient to pay all stock transfer taxes that are payable upon the issuance of such stock certificate or certificates shall be paidby the Holder at the time of delivering the Exercise Notice. All shares of Common Stock issued upon the exercise of this Warrant shall be validlyissued, fully paid, and non assessable.

b. Cashless Exercise. To pay the Exercise Price (defined in Section 8(a) below) of this Warrant, the Holder may elect to use acashless exercise procedure whereby Warrant Shares having a value at equal to the Exercise Price for such Warrant Shares are surrendered tothe Company

c. Expiration. The Warrant shall expire [__two (2) years__] from the date of issuance (the “Expiration Date”). The Holder may

exercise the warrant at any time prior to the Expiration Date. The Company has no restriction on the sale or transfer of the Warrant or WarrantShares; however, the Holder is required to comply with all state and U.S. laws and regulations relating to security sales and transfers.

2. Reservation of Shares. The Company hereby covenants that at all times during the term of this Warrant there shall be reserved forissuance such number of shares of its Common Stock as shall be required to be issued upon exercise of this Warrant.

3. Fractional Shares. This Warrant may be exercised only for a whole number of shares of Common Stock, and no fractional shares or scrip

representing fractional shares shall be issuable upon the exercise of this Warrant.

4. Transfer of Warrant and Warrant Shares. The Holder may sell, pledge, hypothecate, or otherwise transfer this Warrant, in whole, inaccordance with and subject to the terms and conditions set forth in the [Subscription Agreement] and then only if such sale, pledge,hypothecation, or transfer is made in compliance with the Act or pursuant to an available exemption from registration under the Act relating to thedisposition of securities.

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5. Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, or destruction of this Warrant, and ofindemnification satisfactory to it, or upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a newwarrant of like tenor.

6. Rights of the Holder. No provision of this Warrant shall be construed as conferring upon the Holder the right to vote, consent, receive

dividends or receive notice other than as expressly provided herein. Prior to exercise, no provision hereof, in the absence of affirmative action bythe Holder to exercise this Warrant, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the holderfor the purchase price of any warrant shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditorsof the Company.

7. Number of Warrant Shares. This Warrant as shall be exercisable for (i) [_________] shares of the Company’s Common Stock, on the

date of issuance of this Warrant, and (ii) [_________] shares of the Company’s Common Stock divided into [_______] [(__)] equal tranches of[________] shares, each such tranche exercisable in successive three month increments over the course of [__two (2) years__], with the firsttranche exercisable on [___________], 20__. The shares underlying this Warrant shall be entitled to be registered pursuant to any registrationstatement filed by the Company, except for registrations filed under Form S-4 or Form S-8. Registration costs shall be borne by the Company.

8. Exercise Price; Adjustment of Warrants.

a. Determination of Exercise Price. The per share purchase price (the “Exercise Price”) for each of the Warrant Shares purchasable

under this Warrant shall be equal to $[_____]. b. Adjustment for Mergers or Reorganization, etc. In case of any consolidation or merger of the Company with or into another

corporation or the conveyance of all or substantially all of the assets of the Company to another corporation, this Warrant shall be exercisable intothe number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Companydeliverable upon exercise of this Warrant would have been entitled upon such consolidation, merger or conveyance; and, in any such case,appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions herein setforth with respect to the rights and interest thereafter of the holder of this Warrant, to the end that the provisions set forth herein shall thereafter beapplicable, as nearly as reasonable may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of thisWarrant.

c. NO IMPAIRMENT. THE COMPANY WILL NOT, THROUGH ANY REORGANIZATION, TRANSFER OF ASSETS,

CONSOLIDATION, MERGER, DISSOLUTION, ISSUE OR SALE OF SECURITIES OR ANY OTHER VOLUNTARY ACTION, AVOID OR SEEKTO AVOID THE OBSERVANCE OR PERFORMANCE OF ANY OF THE TERMS TO BE OBSERVED OR PERFORMED HEREUNDER BY THECOMPANY, BUT WILL AT ALL TIMES IN GOOD FAITH ASSIST IN THE CARRYING OUT OF ALL THE PROVISIONS OF THIS SECTION ANDIN THE TAKING OF ALL SUCH ACTION AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO PROTECT THE EXERCISE RIGHTSOF THE HOLDER OF THIS WARRANT AGAINST IMPAIRMENT.

d. Issue Taxes. The Company shall pay issue taxes that may be payable in respect of any issue or delivery of shares of CommonStock on exercise of this Warrant, in whole; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting fromany transfer requested by any holder in connection with any such exercise.

e. Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized

but unissued shares of common stock, solely for the purpose of effecting the exercise of this Warrant, such number of its shares of common stockas shall from time to time be sufficient to effect the exercise of this Warrant; and if at any time the number of authorized but unissued shares ofcommon stock shall not be sufficient to effect the exercise of this Warrant, the Company will take all appropriate corporate action as may, in theopinion of its counsel, be necessary to increase its authorized but unissued shares of common stock to such number of shares as shall besufficient for such purpose.

9. Certain Distributions. In case the Company shall, at any time, prior to the Expiration Date, declare any distribution of its assets to holdersof its common stock as a partial liquidation, distribution or by way of return of capital, other than as a dividend payable out of earnings or anysurplus legally available for dividends, then the Holder shall be entitled, upon the proper exercise of this Warrant in whole prior to the effecting ofsuch declaration, to receive, in addition to the shares of common stock issuable on such exercise, the amount of such assets (or at the option ofthe Company a sum equal to the value thereof at the time of such distribution to holders of common stock as such value is determined by theBoard of Directors of the Company in good faith), which would have been payable to the Holder had it been a holder of record of such shares ofcommon stock on the record date for the determination of those holders of Common Stock entitled to such distribution.


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10. Dissolution or Liquidation. In case the Company shall, at any time prior to the Expiration Date, dissolve, liquidate or wind up its affairs,the Holder shall be entitled, upon the proper exercise of this Warrant in whole and prior to any distribution associated with such dissolution,liquidation, or winding up, to receive on such exercise, in lieu of the shares of Common Stock to which the Holder would have been entitled, thesame kind and amount of assets as would have been distributed or paid to the Holder upon any such dissolution, liquidation or winding up, withrespect to such shares of Common Stock had the Holder been a holder of record of such share of Common Stock on the record date for thedetermination of those holders of Common Stock entitled to receive any such dissolution, liquidation, or winding up distribution.

11. Reclassification or Reorganization. In case of any reclassification, capital reorganization or other change of outstanding shares of

common stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as aresult of an issuance of common stock by way of dividend or other distribution or of a subdivision or combination), the Company shall causeeffective provision to be made so that the Holder shall have the right thereafter by exercising this Warrant, to purchase the kind and amount ofshares of stock and other securities and PROPERTY RECEIVABLE UPON SUCH RECLASSIFICATION, CAPITAL REORGANIZATION OROTHER CHANGE, BY A HOLDER OF THE NUMBER OF SHARES OF COMMON STOCK WHICH MIGHT HAVE BEEN PURCHASED UPONEXERCISE OF THIS WARRANT IMMEDIATELY PRIOR TO SUCH RECLASSIFICATION OR CHANGE. ANY SUCH PROVISION SHALLINCLUDE PROVISION FOR ADJUSTMENTS WHICH SHALL BE AS NEARLY EQUIVALENT AS MAY BE PRACTICABLE TO THEADJUSTMENTS PROVIDED FOR IN THIS WARRANT. THE FOREGOING PROVISIONS OF THIS SECTION 12 SHALL SIMILARLY APPLY TOSUCCESSIVE RECLASSIFICATIONS, CAPITAL REORGANIZATIONS AND CHANGES OF SHARES OF COMMON STOCK. IN THE EVENTTHAT IN ANY SUCH CAPITAL REORGANIZATION, RECLASSIFICATION, OR OTHER CHANGE, ADDITIONAL SHARES OF COMMONSTOCK SHALL BE ISSUED IN EXCHANGE, CONVERSION, SUBSTITUTION OR PAYMENT, IN WHOLE, FOR OR OF A SECURITY OF THECOMPANY OTHER THAN COMMON STOCK, ANY AMOUNT OF THE CONSIDERATION RECEIVED UPON THE ISSUE THEREOF BEINGDETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY SHALL BE FINAL AND BINDING ON THE HOLDER.

12. Miscellaneous.

a. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the

respective successors and assigns of the parties, except to the extent otherwise provided herein. Nothing in this Agreement, express or implied, isintended to confer upon any party, other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations orliabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

b. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York

without regard to the principles of conflict of laws thereof. c. Counterparts; Delivery by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same instrument. Delivery of this Agreement may be effected byfacsimile.

d. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in

construing or interpreting this Agreement. e. Notices. Unless otherwise provided, any notice required or permitted hereunder shall be given by personal service upon the party

to be notified by certified mail, return receipt requested and: (i) if to the Company, addressed to Loop Industries, Inc., 1999 Avenue of the Stars,Suite 2520, Los Angeles, California 90067, or at such other address as the Company may designate by notice to the Holder in accordance withthe provisions of this Section; and (ii) if to the Warrant holder, at the address indicated on the signature page hereof, or at such other addresses assuch Holder may designate by notice to the Company in accordance with the provisions of this Section.

f. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may

be waived (either generally or in a particular instance and either prospectively or retroactively), only with the written consent of the Company and amajority in interest of the Holders.

g. Entire Agreement. This Agreement, the Memorandum (including the appendices and schedules thereto) by and between the

Company and the Holder, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof andsupersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned hereby sets its hand and seal this [_____] day of [_____________], 2015. LOOP INDUSTRIES By:Name: Daniel Solomita Title: President Holder Name: [____________________] HolderAddress:


EXHIBIT A

NOTICE OF EXERCISE

(To be signed only upon exercise of the Warrant) TO: Loop Industries, Inc. The undersigned, hereby irrevocably elects to exercise the purchase rights represented by the Warrant granted to the undersigned on____________ and to purchase thereunder ____________* shares of Common Stock of Loop Industries, Inc. (the “Company”) and herewithencloses either payment of $________ or instructions regarding the manner of exercise permitted under Section 1 of the Warrant, in full paymentof the purchase price of such shares being purchased. Dated:

(Signature must conform in all respects to name ofholder as specified on the face of the Warrant)

(Please Print Name) (Address) * Insert here the number of shares being exercised, without making any adjustment for additional Common Stock of the Company, other securities


or property which, pursuant to the adjustment provisions of the Warrant, may be deliverable upon exercise.


EXHIBIT 4.2

WARRANT THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) ORAPPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT IN ACCORDANCE WITH THEPROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO REGISTRATION UNDER THE ACT AND APPLICABLE STATESECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION, HEDGING TRANSACTIONSINVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

Warrant to Purchase [________] Shares of Common Stock


Date of Issuance: [__________], 2015 No. [_____]

THIS CERTIFIES that, for value received, [____________], or [his/her/their/its] assigns (in either case, the “Holder”) is entitled to purchase,subject to the provisions of this Warrant, from Loop Industries, Inc., a Nevada corporation (the “Company”), at the price per share set forth inSection 8 hereof, that number of shares of the Company’s common stock (the “Common Stock”) set forth in Section 7 hereof. This Warrant isreferred to herein as the “Warrant” and the shares of Common Stock issuable pursuant to the terms hereof are sometimes referred to herein as“Warrant Shares.”

1. Holder Exercise of Warrant. This Warrant shall only be exercisable in whole. To exercise this Warrant in whole, the Holder shall deliver to

the Company at its principal office, (a) a written notice, in substantially the form of the exercise notice attached hereto as Exhibit A (the “ExerciseNotice”), of the Holder’s election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, (b) acheck in the amount of the aggregate exercise price for the Warrant Shares being purchased, and (c) this Warrant. The Company shall aspromptly as practicable, and in any event within twenty (20) days after delivery to the Company of (i) the Exercise Notice, (ii) the check mentionedabove, and (iii) this Warrant, execute and deliver or cause to be executed and delivered, in accordance with such notice, a certificate orcertificates representing the aggregate number of shares of Common Stock specified in such notice, provided this Warrant has vested on or priorto the date such notice is delivered. Each certificate representing Warrant Shares shall bear the legend or legends required by applicablesecurities laws as well as such other legend(s) the Company requires to be included on certificates for its Common Stock. The Company shall payall expenses and other charges payable in connection with the preparation, issuance and delivery of such stock certificates except that, in casesuch stock certificates shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all stock transfer taxesthat are payable upon the issuance of such stock certificate or certificates shall be paid by the Holder at the time of delivering the Exercise Notice.All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully paid, and non assessable.

The Warrant shall expire [__two (2) years__] from the date of issuance (the “Expiration Date”). The Holder may exercise the warrant at any

time prior to the Expiration Date. The Company has no restriction on the sale or transfer of the Warrant or Warrant Shares; however, the Holder isrequired to comply with all state and U.S. laws and regulations relating to security sales and transfers.

2. Reservation of Shares. The Company hereby covenants that at all times during the term of this Warrant there shall be reserved for

issuance such number of shares of its Common Stock as shall be required to be issued upon exercise of this Warrant. 3. Fractional Shares. This Warrant may be exercised only for a whole number of shares of Common Stock, and no fractional shares or scrip

representing fractional shares shall be issuable upon the exercise of this Warrant. 4. Transfer of Warrant and Warrant Shares. The Holder may sell, pledge, hypothecate, or otherwise transfer this Warrant, in whole, in

accordance with and subject to the terms and conditions set forth in the Subscription Agreement and then only if such sale, pledge, hypothecation,or transfer is made in compliance with the Act or pursuant to an available exemption from registration under the Act relating to the disposition ofsecurities.

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5. Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, or destruction of this Warrant, and ofindemnification satisfactory to it, or upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a newwarrant of like tenor.

6. Rights of the Holder. No provision of this Warrant shall be construed as conferring upon the Holder the right to vote, consent, receive

dividends or receive notice other than as expressly provided herein. Prior to exercise, no provision hereof, in the absence of affirmative action bythe Holder to exercise this Warrant, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the holderfor the purchase price of any warrant shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditorsof the Company.

7. Number of Warrant Shares. This Warrant shall be exercisable for [________] shares of the Company’s Common Stock. 8. Exercise Price; Adjustment of Warrants.

a. Determination of Exercise Price. The per share purchase price (the “Exercise Price”) for each of the Warrant Shares purchasable

under this Warrant shall be equal to $[______]. b. Adjustment for Mergers or Reorganization, etc. In case of any consolidation or merger of the Company with or into another

corporation or the conveyance of all or substantially all of the assets of the Company to another corporation, this Warrant shall be exercisable intothe number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Companydeliverable upon exercise of this Warrant would have been entitled upon such consolidation, merger or conveyance; and, in any such case,appropriate adjustment (as determined by the Board of Directors of the Company) shall be made in the application of the provisions herein setforth with respect to the rights and interest thereafter of the holder of this Warrant, to the end that the provisions set forth herein shall thereafter beapplicable, as nearly as reasonable may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of thisWarrant.

c. NO IMPAIRMENT. THE COMPANY WILL NOT, THROUGH ANY REORGANIZATION, TRANSFER OF ASSETS,

CONSOLIDATION, MERGER, DISSOLUTION, ISSUE OR SALE OF SECURITIES OR ANY OTHER VOLUNTARY ACTION, AVOID OR SEEKTO AVOID THE OBSERVANCE OR PERFORMANCE OF ANY OF THE TERMS TO BE OBSERVED OR PERFORMED HEREUNDER BY THECOMPANY, BUT WILL AT ALL TIMES IN GOOD FAITH ASSIST IN THE CARRYING OUT OF ALL THE PROVISIONS OF THIS SECTION ANDIN THE TAKING OF ALL SUCH ACTION AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO PROTECT THE EXERCISE RIGHTSOF THE HOLDER OF THIS WARRANT AGAINST IMPAIRMENT.

d. Issue Taxes. The Company shall pay issue taxes that may be payable in respect of any issue or delivery of shares of Common

Stock on exercise of this Warrant, in whole; provided, however, that the Company shall not be obligated to pay any transfer taxes resulting fromany transfer requested by any holder in connection with any such exercise.

e. Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorizedbut unissued shares of common stock, solely for the purpose of effecting the exercise of this Warrant, such number of its shares of common stockas shall from time to time be sufficient to effect the exercise of this Warrant; and if at any time the number of authorized but unissued shares ofcommon stock shall not be sufficient to effect the exercise of this Warrant, the Company will take all appropriate corporate action as may, in theopinion of its counsel, be necessary to increase its authorized but unissued shares of common stock to such number of shares as shall besufficient for such purpose.

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9. Certain Distributions. In case the Company shall, at any time, prior to the Expiration Date, declare any distribution of its assets to holdersof its common stock as a partial liquidation, distribution or by way of return of capital, other than as a dividend payable out of earnings or anysurplus legally available for dividends, then the Holder shall be entitled, upon the proper exercise of this Warrant in whole prior to the effecting ofsuch declaration, to receive, in addition to the shares of common stock issuable on such exercise, the amount of such assets (or at the option ofthe Company a sum equal to the value thereof at the time of such distribution to holders of common stock as such value is determined by theBoard of Directors of the Company in good faith), which would have been payable to the Holder had it been a holder of record of such shares ofcommon stock on the record date for the determination of those holders of Common Stock entitled to such distribution.

10. Dissolution or Liquidation. In case the Company shall, at any time prior to the Expiration Date, dissolve, liquidate or wind up its affairs,

the Holder shall be entitled, upon the proper exercise of this Warrant in whole and prior to any distribution associated with such dissolution,liquidation, or winding up, to receive on such exercise, in lieu of the shares of Common Stock to which the Holder would have been entitled, thesame kind and amount of assets as would have been distributed or paid to the Holder upon any such dissolution, liquidation or winding up, withrespect to such shares of Common Stock had the Holder been a holder of record of such share of Common Stock on the record date for thedetermination of those holders of Common Stock entitled to receive any such dissolution, liquidation, or winding up distribution.

11. Reclassification or Reorganization. In case of any reclassification, capital reorganization or other change of outstanding shares ofcommon stock of the Company (other than a change in par value, or from par value to no par value, or from no par value to par value, or as aresult of an issuance of common stock by way of dividend or other distribution or of a subdivision or combination), the Company shall causeeffective provision to be made so that the Holder shall have the right thereafter by exercising this Warrant, to purchase the kind and amount ofshares of stock and other securities and PROPERTY RECEIVABLE UPON SUCH RECLASSIFICATION, CAPITAL REORGANIZATION OROTHER CHANGE, BY A HOLDER OF THE NUMBER OF SHARES OF COMMON STOCK WHICH MIGHT HAVE BEEN PURCHASED UPONEXERCISE OF THIS WARRANT IMMEDIATELY PRIOR TO SUCH RECLASSIFICATION OR CHANGE. ANY SUCH PROVISION SHALLINCLUDE PROVISION FOR ADJUSTMENTS WHICH SHALL BE AS NEARLY EQUIVALENT AS MAY BE PRACTICABLE TO THEADJUSTMENTS PROVIDED FOR IN THIS WARRANT. THE FOREGOING PROVISIONS OF THIS SECTION 12 SHALL SIMILARLY APPLY TOSUCCESSIVE RECLASSIFICATIONS, CAPITAL REORGANIZATIONS AND CHANGES OF SHARES OF COMMON STOCK. IN THE EVENTTHAT IN ANY SUCH CAPITAL REORGANIZATION, RECLASSIFICATION, OR OTHER CHANGE, ADDITIONAL SHARES OF COMMONSTOCK SHALL BE ISSUED IN EXCHANGE, CONVERSION, SUBSTITUTION OR PAYMENT, IN WHOLE, FOR OR OF A SECURITY OF THECOMPANY OTHER THAN COMMON STOCK, ANY AMOUNT OF THE CONSIDERATION RECEIVED UPON THE ISSUE THEREOF BEINGDETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY SHALL BE FINAL AND BINDING ON THE HOLDER.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned hereby sets its hand and seal this [___] day of [__________], 2015. LOOP INDUSTRIES, INC. By:Name: Daniel Solomita Title: President Holder Name: [____________________] HolderAddress:


EXHIBIT A

NOTICE OF EXERCISE

(To be signed only upon exercise of the Warrant) TO: Loop Industries, Inc. The undersigned, hereby irrevocably elects to exercise the purchase rights represented by the Warrant granted to the undersigned on___________ and to purchase thereunder ___________* shares of Common Stock of Loop Industries, Inc. (the “Company”) and herewithencloses either payment of $___________ or instructions regarding the manner of exercise permitted under Section 1 of the Warrant, in fullpayment of the purchase price of such shares being purchased. Dated:

(Signature must conform in all respects to name ofholder as specified on the face of the Warrant)

(Please Print Name) (Address) * Insert here the number of shares being exercised, without making any adjustment for additional Common Stock of the Company, other securitiesor property which, pursuant to the adjustment provisions of the Warrant, may be deliverable upon exercise.


EXHIBIT 4.3


STAND-ALONE COMPENSATORY WARRANT AGREEMENTI. NOTICE OF COMPENSATORY WARRANT GRANT

Name: [NAME]

Address:[ADDRESS]

The undersigned Participant has been granted a Compensatory Warrant to purchase Common Stock of the Company, subject to the termsand conditions of this Agreement, as follows:

Date of Grant: [_______________________________]

Vesting Commencement Date: [_______________________________]

Exercise Price per Share: $ $[______________________________]

Total Number of Shares Granted: [_______________________________]

Total Exercise Price: $ $[______________________________]

Type of Compensatory Warrant: Non statutory Stock Option

Term/Expiration Date: [_______________________________]

Vesting Schedule:

This Compensatory Warrant shall be exercisable, in whole or in part, according to the following vesting schedule: [INSERT VESTINGSCHEDULE].

[Accelerated Vesting: Notwithstanding the Vesting Schedule above, 100% of the Shares subject to the Warrant will vest upon a Change of Control.] Termination Period: This Compensatory Warrant shall be exercisable for [three (3) months] after Participant ceases to be a Service Provider in accordance with

Sections 9 of this Agreement, unless such termination is due to Participant’s death or Disability, in which case this Compensatory Warrant shall beexercisable for [twelve (12) months] after Participant ceases to be a Service Provider in accordance with Sections 10 and 11 of this Agreement.Notwithstanding the foregoing sentence, in no event may this Compensatory Warrant be exercised after the Term/Expiration Date as providedabove and this Compensatory Warrant may be subject to earlier termination as provided in Section II.12 of this Agreement.

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II. AGREEMENT

1. Definitions. As used herein, the following definitions shall apply:

(a) “Agreement” means this compensatory warrant agreement between the Company and Participant evidencing the terms andconditions of this Compensatory Warrant.

(b) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws,

U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and theapplicable laws of any foreign country or jurisdiction that may apply to this Compensatory Warrant.

(c) “Board” means the Board of Directors of the Company or any committee of the Board of Directors of the Company that has been

designated by the Board to administer this Agreement. The Board has full authority and discretion to administer this Agreement, including but notlimited to the authority to: (i) modify or amend the Compensatory Warrant (subject to Section 21 of this Agreement), including, but not limited to, thediscretionary authority to extend the post-termination exercise period of the Compensatory Warrant, (ii) authorize any person to execute on behalfof the Company any instrument required to effect the grant or amendment of the Compensatory Warrant previously granted or amended by theBoard, (iii) provide for the transferability of the Compensatory Warrant, and (iv) construe and interpret the terms of the Compensatory Warrant. Alldecisions, determinations and interpretations of the Board shall be final and binding on the Participant.

(d) “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one

person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock heldby such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that forpurposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of thetotal voting power of the stock of the Company will not be considered a Change in Control; provided, further, that any change in the ownership ofthe stock of the Company as a result of a private financing of the Company that is approved by the Board also will not be considered a Change inControl. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the changein ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change inownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or of theultimate parent entity of the Company, such event shall not be considered a Change in Control under this subsection (i). For this purpose, indirectbeneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations orother business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or otherbusiness entities; or

(ii) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of

the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replacedduring any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board priorto the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in effective control of theCompany, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial


portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period endingon the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal toor more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition oracquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantialportion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) atransfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect tothe Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by theCompany, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock ofthe Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Persondescribed in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company,or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this Section 1(d), persons will be considered to be acting as a group if they are owners of a corporation thatenters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a

change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed orfinal Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time totime.

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Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is tochange the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially thesame proportions by the persons who held the Company’s securities immediately before such transaction.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein shall be areference to any successor or amended section of the Code.

(f) “Common Stock” means the common stock of the Company. (g) “Company” means Loop Industries, Inc., a Nevada corporation, or any successor thereto. (h) “Consultant” any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide

services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital‑raising transaction, and (ii) donot directly promote or maintain a market for the Company’s securities.

(i) “Director” means a member of the Board. (j) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.


(k) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of theCompany. Participant shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfersbetween locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director norpayment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended. (m) “Exchange Program” means a program under which (i) the outstanding Compensatory Warrant is surrendered or cancelled in

exchange for Compensatory Warrants of the same type (which may have lower or higher exercise prices and different terms), awards of adifferent type, and/or cash, and/or (ii) Participant would have the opportunity to transfer the outstanding Compensatory Warrant to a financialinstitution or other person or entity selected by the Board, and/or (iii) the exercise price of the outstanding Compensatory Warrant is reduced orincreased. The terms and conditions of any Exchange Program shall be determined by the Board in its sole discretion. An Exchange Program canbe entered into with respect to the Compensatory Warrant if agreed to in writing by the Participant and the Company.

(n) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without

limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair MarketValue will be the closing sales price for such stock (or if no closing sales price was reported on that date, as applicable, on the last trading datesuch closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journalor such other source as the Board deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the FairMarket Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if nobids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall StreetJournal or such other source as the Board deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined ingood faith by the Board.

(o) “Nonstatutory Stock Option” means a Compensatory Warrant not intended to qualify as an incentive stock option within themeaning of Section 422 of the Code and the regulations promulgated thereunder.

(p) “Notice of Grant” means a written notice, in Part I of this Agreement, evidencing certain terms and conditions of this

Compensatory Warrant grant. The Notice of Grant is part of the Agreement. (q) “Compensatory Warrant” means this compensatory warrant to purchase shares of Common Stock granted pursuant to this

Agreement. (r) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

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(s) “Participant” means the person named in the Notice of Grant or such person’s successor. (t) “Securities Act” means the Securities Act of 1933, as amended. (u) “Service Provider” means an Employee, Director or Consultant. (v) “Share” means a share of the Common Stock, as adjusted in accordance with Section 12 of this Agreement. (w) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

2. Grant of Compensatory Warrant. The Board hereby grants to the Participant named in the Notice of Grant attached as Part I of this

Agreement the Compensatory Warrant to purchase the number of Shares, as set forth in the Notice of Grant, at the exercise price per Share setforth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of this Agreement.

3. Exercise of Compensatory Warrant.

(a) Right to Exercise. This Compensatory Warrant shall be exercisable during its term in accordance with the Vesting Schedule set

out in the Notice of Grant and the applicable provisions of this Agreement. Vesting of the Compensatory Warrant shall be suspended during anyunpaid leave of absence, unless the Board provides otherwise or continued vesting during such leave of absence is required by Applicable Law.

(b) Method of Exercise. This Compensatory Warrant shall be exercisable by delivery of an exercise notice, in the form attached as

Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Board may determine, which shall state the election toexercise the Compensatory Warrant, the number of Shares with respect to which the Compensatory Warrant is being exercised (the “ExercisedShares”), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied bypayment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Compensatory Warrantshall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate ExercisePrice, together with any applicable tax withholding.

(c) Legal Compliance. No Shares shall be issued pursuant to the exercise of this Compensatory Warrant unless such issuance and

such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be consideredtransferred to Participant on the date on which the Compensatory Warrant is exercised with respect to such Exercised Shares.

4. Participant’s Representations. In the event the Shares have not been registered under the Securities Act, at the time this CompensatoryWarrant is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this CompensatoryWarrant, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election ofParticipant:

(a) cash;


(b) check; (c) consideration received by the Company under a cashless exercise program implemented by the Company; (d) surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free

and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Board, shall not result inany adverse accounting consequences to the Company; or

(e) any combination of the foregoing methods of payment.

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6. Non-Transferability of Compensatory Warrant.

(a) This Compensatory Warrant may not be transferred in any manner otherwise than by will or by the laws of descent or distributionand may be exercised during the lifetime of Participant only by Participant. The terms of this Agreement shall be binding upon the executors,administrators, heirs, successors and assigns of Participant.

(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after

the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act asset forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Rule 12h-1(f) Exemption”) (such date, the “Reliance End Date”), Participantshall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family


members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian ofParticipant upon the death or disability of Participant in each case, to the extent required for continued reliance on the Rule 12h-1(f) Exemption.Until the Reliance End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwisetransferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined inRule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph.Notwithstanding the foregoing sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or inconnection with a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f) or, if theCompany is not relying on the Rule 12h-1(f) Exemption, to the extent permitted by the Plan.

7. Rights as a Stockholder. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to theShares subject to the Compensatory Warrant, notwithstanding the exercise of the Compensatory Warrant. The Company shall issue (or cause tobe issued) such Shares promptly after the Compensatory Warrant is exercised. No adjustment shall be made for a dividend or other right for whichthe record date is prior to the date the Shares are issued, except as provided in Section 12 below.

8. Term of Compensatory Warrant. Subject to Sections 9, 10 and 11 this Compensatory Warrant may be exercised only within the term set

out in the Notice of Grant, and may be exercised during such term only in accordance with the terms of this Agreement. 9. Termination of Relationship as a Service Provider. If Participant ceases to be a Service Provider, other than upon Participant’s death or

Disability, the Compensatory Warrant shall remain exercisable for [three (3) months] following Participant’s termination (but in no event later thanthe Compensatory Warrant’s Expiration Date or as provided in Section 12). In that event, the Compensatory Warrant shall be exercisable only tothe extent that the Compensatory Warrant was unexercised and vested on the date of termination. Unless the Board provides otherwise, if on thedate of termination the Participant is not vested as to his or her entire Compensatory Warrant, the unvested portion of the Compensatory Warrantshall terminate and Participant shall have no further rights to acquire the Shares subject thereto. If, after termination, the Participant does notexercise his or her Compensatory Warrant within the time specified herein, the Compensatory Warrant shall terminate and Participant shall haveno further rights to acquire the Shares subject thereto.

10. Disability of Participant. If Participant ceases to be a Service Provider as a result of Participant’s Disability, the Compensatory Warrant

may be exercised for a period of [twelve (12) months] after the date of such termination (but in no event later than the expiration date of theCompensatory Warrant as set forth in the Notice of Grant or as provided in Section 12 to the extent that the Compensatory Warrant is vested onthe date of such termination). Unless the Board provides otherwise, if on the date of termination the Participant is not vested as to his or her entireCompensatory Warrant, the unvested portion of the Compensatory Warrant shall terminate and Participant shall have no further rights to acquirethe Shares subject thereto. If, after termination, the Participant does not exercise his or her Compensatory Warrant within the time specifiedherein, the Compensatory Warrant shall terminate and Participant shall have no further rights to acquire the Shares subject thereto.

11. Death of Participant. If Participant dies while a Service Provider, the Compensatory Warrant may be exercised at any time within [twelve

(12) months] following the date of death (but in no event later than the expiration date of the Compensatory Warrant as set forth in the Notice ofGrant or as provided in Section 12, by Participant’s estate or by a person who acquired the right to exercise the Compensatory Warrant bybequest or inheritance, but only to the extent that Participant was entitled to exercise the Compensatory Warrant at the date of death. If on the dateof death the Participant is not vested as to his or her entire Compensatory Warrant, the unvested portion of the Compensatory Warrant shallterminate and Participant’s estate or the person who acquired the right to exercise the Compensatory Warrant by bequest or inheritance shallhave no further rights to acquire the Shares subject thereto. If, after death, Participant’s estate or a person who acquired the right to exercise theCompensatory Warrant by bequest or inheritance does not exercise the Compensatory Warrant within the time specified herein, theCompensatory Warrant shall terminate.

12. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Changes in Capitalization. In the event that any dividend or other distribution (whether in the form of cash, Shares, other

securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting theShares occurs, the Board, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available underthe Compensatory Warrant, shall adjust the number, class, and price of Shares covered by the Compensatory Warrant.

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(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Board shall notifyParticipant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, theCompensatory Warrant shall terminate immediately prior to the consummation of such proposed action.

(c) Merger or Change in Control. In the event of a merger or Change in Control, the Compensatory Warrant will be treated as the

Board determines (subject to the provisions of the proceeding paragraph) without Participant’s consent, including, without limitation, that (i) theCompensatory Warrant will be assumed, or a substantially equivalent Compensatory Warrant will be substituted, by the acquiring or succeedingcorporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice toParticipant, that Participant’s Compensatory Warrant will terminate upon or immediately prior to the consummation of such merger or Change inControl; (iii) the Compensatory Warrant will vest and become exercisable in whole or in part prior to or upon consummation of such merger orChange in Control, and, to the extent the Board determines, terminate upon or immediately prior to the effectiveness of such merger or Change inControl; (iv) (A) the termination of the Compensatory Warrant in exchange for an amount of cash and/or property, if any, equal to the amount thatwould have been attained upon the exercise of the Compensatory Warrant as of the date of the occurrence of the transaction (and, for theavoidance of doubt, if as of the date of the occurrence of the transaction the Board determines in good faith that no amount would have beenattained upon the exercise of the Compensatory Warrant, then the Compensatory Warrant may be terminated by the Company without payment),or (B) the replacement of the Compensatory Warrant with other rights or property selected by the Board in its sole discretion; or (v) anycombination of the foregoing. In taking any of the actions permitted under this Section 12(c), the Board will not be obligated to treat all awards, allawards held by Participant, or all awards of the same type, similarly.

In the event that the successor corporation does not assume or substitute for the Compensatory Warrant (or portion thereof),

Participant will fully vest in and have the right to exercise all of the Compensatory Warrant, including Shares as to which the CompensatoryWarrant would not otherwise be vested or exercisable and, with respect to any performance-based vesting (if applicable), all performance goals orother vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, ifthe Compensatory Warrant is not assumed or substituted in the event of a merger or Change in Control, the Board will notify Participant in writingor electronically that the Compensatory Warrant will be exercisable for a period of time determined by the Board in its sole discretion, and theCompensatory Warrant will terminate upon the expiration of such period.

For the purposes of this Section 12(c), the Compensatory Warrant will be considered assumed if, following the merger or Change in

Control, the Compensatory Warrant confers the right to purchase or receive, for each Share subject to the Compensatory Warrant immediatelyprior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Changein Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice ofconsideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if suchconsideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Board may,with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Compensatory Warrant, foreach Share subject to the Compensatory Warrant, to be solely common stock of the successor corporation or its Parent equal in fair market valueto the per share consideration received by holders of Common Stock in the merger or Change in Control.

Notwithstanding anything in this Section 12(c) to the contrary, if applicable, an Compensatory Warrant that vests, is earned or paid-

out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of suchperformance goals without Participant’s consent; provided, however, a modification to such performance goals only to reflect the successorcorporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Option assumption.

13. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authorityis deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of anyliability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

14. Notices. Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company at its then current

principal executive office or to such other address as the Company may hereafter designate to Participant by notice as provided in this section.Any notice to be given to Participant hereunder shall be addressed to Participant at the address set forth beneath his signature hereto, or at suchother address as Participant may hereafter designate to the Company by notice as provided herein. A notice shall be deemed to have been dulygiven when personally delivered or mailed by registered or certified mail to the party entitled to receive it.


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15. Tax Obligations.

(a) Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing

or retaining Participant) for the satisfaction of all tax and/or social insurance liability obligations and requirements in connection with theCompensatory Warrant, including, without limitation, (a) all income, employment and local taxes that the Company or the Service Recipientdetermines are required to be withheld by the Company or the Service Recipient or other payment of tax-related items related to theCompensatory Warrant and legally applicable to Participant, (b) the Participant’s and, to the extent required by the Company (or ServiceRecipient), the Company’s (or Service Recipient’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of theCompensatory Warrant or sale of Shares, and (c) any other Company (or Service Recipient) taxes the responsibility for which the Participant has,or has agreed to bear, with respect to the Compensatory Warrant (or exercise thereof or issuance of Shares thereunder) (collectively, the “Tax-Related Items”) which the Company determines must be withheld in connection with the Compensatory Warrant. Participant acknowledges that,regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”) or Parent or Subsidiary to which Participantis providing services (together, the Company, Employer, and/or Parent or Subsidiary to which the Participant is providing services, the “ServiceRecipient”) the ultimate liability for all Tax-Related Items, is and remains Participant’s responsibility and may exceed the amount actually withheldby the Service Recipient. Participant acknowledges that the Service Recipient (i) make no representations or undertakings regarding the treatmentof any Tax-Related Items in connection with any aspect of this Compensatory Warrant, including, but not limited to, the grant, vesting or exerciseof the Compensatory Warrant, the subsequent sale of Exercised Shares and the receipt of any dividends; and (ii) do not commit to and are underno obligation to structure the terms of the grant or any aspect of this Compensatory Warrant to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Participant acknowledges and agrees that the Company may refuse to honor the exercise andrefuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise. Further, if Participant is subject to Tax-RelatedItems in more than one jurisdiction between the date of grant and the date of any relevant taxable or tax withholding event, as applicable,Participant acknowledges that the Service Recipient (or former employer, as applicable) may be required to withhold or account for Tax-RelatedItems in more than one jurisdiction. Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequatearrangements satisfactory to the Service Recipient to satisfy all Tax-Related Items.

(b) The Board, in its sole discretion and pursuant to such procedures as it may specify from time to time, and Participant authorizes

the Service Recipient and its agents to take all necessary or appropriate action, to satisfy the obligations with regard to all Tax-Related Items byone or a combination of the following, if permissible by applicable local law: (i) paying cash, (ii) electing to have the Company or the ServiceRecipient withhold otherwise deliverable Shares having a Fair Market Value equal to the amount of such Tax-Related Items, (iii) withholding theamount of such Tax-Related Items from Participant’s wages or other cash compensation paid to Participant by the Service Recipient, (iv) ifParticipant is a U.S. employee, delivering to the Company already vested and owned Shares having a Fair Market Value equal to such Tax-Related Items, or (v) by selling a sufficient number of such Exercised Shares, or Shares otherwise deliverable to Participant through such means,either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorizationwithout further consent) as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount of theTax-Related Items. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfyany Tax-Related Items by reducing the number of Shares otherwise deliverable to Participant. The Fair Market Value of any Shares to be withheldshall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Participant to have Shares withheld forthis purpose shall be made in such form and under such conditions as the Board may deem necessary or advisable. Finally, Participant agrees topay to Service Recipient any amount of Tax-Related Items that the Service Recipient may be required to withhold or account for as a result of thisAgreement and the Compensatory Warrant hereunder that cannot be satisfied by the means previously described.

(c) Code Section 409A. To the extent Participant is or becomes subject to U.S. Federal income taxation, this subsection (c) shall

apply. Under Code Section 409A, a stock right (such as the Compensatory Warrant) that vests after December 31, 2004 (or that vested on or priorto such date but which was materially modified after October 3, 2004) that was granted with a per share exercise price that is determined by theInternal Revenue Service (the “IRS”) to be less than the fair market value of an underlying share on the date of grant (a “discount option”) may beconsidered “deferred compensation.” A stock right that is a “discount option” may result in (i) income recognition by the recipient of the stock rightprior to the exercise of the stock right, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges.The “discount option” may also result in additional state income, penalty and interest tax to the recipient of the stock right. Participantacknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this CompensatoryWarrant equals or exceeds the fair market value of a Share on the date of grant in a later examination. Participant agrees that if the IRSdetermines that the Compensatory Warrant was granted with a per Share exercise price that was less than the fair market value of a Share on thedate of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.

16. Nature of Grant. In accepting the Compensatory Warrant, Participant acknowledges, understands and agrees that:

(a) the grant of the Compensatory Warrant is voluntary and occasional and does not create any contractual or other right to receivefuture grants of options or compensatory warrants, or benefits in lieu of options or compensatory warrants, even if options or compensatorywarrants have been granted in the past;

(b) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;

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(c) Participant is voluntarily participating in this Agreement; (d) the Compensatory Warrant and any Shares acquired under this Agreement are not intended to replace any pension rights or

compensation; (e) the Compensatory Warrant and Shares acquired under this Agreement and the income and value of same, are not part of normal

or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(f) the future value of the Shares underlying the Compensatory Warrant is unknown, indeterminable, and cannot be predicted with

certainty; (g) if the underlying Shares do not increase in value, the Compensatory Warrant will have no value; (h) if Participant exercises the Compensatory Warrant and acquires Shares, the value of such Shares may increase or decrease in

value, even below the Exercise Price; (i) for purposes of the Compensatory Warrant, Participant’s engagement as a Service Provider will be considered terminated as of

the date Participant is no longer actively providing services to the Company or any Parent or Subsidiary (regardless of the reason for suchtermination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where Participant is a Service Provider orthe terms of Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Agreement (including byreference in the Notice of Grant to other arrangements or contracts) or determined by the Board, (i) Participant’s right to vest in the CompensatoryWarrant, if any, will terminate as of such date and will not be extended by any notice period (e.g., Participant’s period of service would not includeany contractual notice period or any period of “garden leave” or similar period mandated under applicable laws in the jurisdiction whereParticipant is a Service Provider or Participant’s employment or service agreement, if any, unless Participant is providing bona fide servicesduring such time); and (ii) the period (if any) during which Participant may exercise the Compensatory Warrant after such termination ofParticipant’s engagement as a Service Provider will commence on the date Participant ceases to actively provide services and will not beextended by any notice period mandated under employment laws in the jurisdiction where Participant is employed or terms of Participant’sengagement agreement, if any; the Board shall have the exclusive discretion to determine when Participant is no longer actively providingservices for purposes of this Compensatory Warrant grant (including whether Participant may still be considered to be providing services while ona leave of absence);

(j) unless otherwise provided by the Company in its discretion, the Compensatory Warrant and the benefits evidenced by this

Agreement do not create any entitlement to have the Compensatory Warrant or any such benefits transferred to, or assumed by, anothercompany nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

(k) the following provisions apply only if Participant is providing services outside the United States:

(i) the Compensatory Warrant and the Shares subject to the Compensatory Warrant are not part of normal or expected compensation or

salary for any purpose; (ii) Participant acknowledges and agrees that none of the Company, the Service Recipient, or any Parent or Subsidiary shall be liable for

any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of theCompensatory Warrant or of any amounts due to Participant pursuant to the exercise of the Compensatory Warrant or the subsequentsale of any Shares acquired upon exercise; and

(iii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Compensatory Warrant resulting from the

termination of Participant’s engagement as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or inbreach of employment laws in the jurisdiction where Participant is a Service Provider or the terms of Participant’s employment orservice agreement, if any), and in consideration of the grant of the Compensatory Warrant to which Participant is otherwise not entitled,Participant irrevocably agrees never to institute any claim against the Company, any Parent, any Subsidiary or the Service Recipient,waives its ability, if any, to bring any such claim, and releases the Company, any Parent or Subsidiary and the Service Recipient fromany such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by executing thisAgreement, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and alldocuments necessary to request dismissal or withdrawal of such claim.

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17. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making anyrecommendations regarding Participant’s participation in this Agreement, or Participant’s acquisition or sale of the underlying Shares. Participantis hereby advised to consult with its own tax, legal and financial advisors regarding its participation in this Agreement before taking any actionrelated to this Agreement.

18. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or

other form, of Participant’s personal data as described in this Agreement and any other option grant materials by and among, asapplicable, the Employer or other Service Recipient, the Company and any Parent or Subsidiary for the exclusive purpose ofimplementing, administering and managing Participant’s participation in this Agreement.

Participant understands that the Company and the Employer may hold certain personal information about Participant, including,

but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or otheridentification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all CompensatoryWarrants or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor(“Data”), for the exclusive purpose of implementing, administering and managing this Agreement.

Participant understands that Data will be transferred to a stock plan service provider as may be selected by the Company in the

future, which is assisting the Company with the implementation, administration and management of this Agreement. Participantunderstands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country ofoperation (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participantunderstands that if he or she resides outside the United States, he or she may request a list with the names and addresses of anypotential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company andany other possible recipients which may assist the Company (presently or in the future) with implementing, administering andmanaging this Agreement to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes ofimplementing, administering and managing Participant’s participation in this Agreement. Participant understands that Data will be heldonly as long as is necessary to implement, administer and manage Participant’s participation in this Agreement. Participantunderstands that if he or she resides outside the United States, he or she may, at any time, view Data, request additional informationabout the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, inany case without cost, by contacting in writing his or her local human resources representative. Further, Participant understands thathe or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks torevoke his or her consent, his or her engagement as a Service Provider and career with the Employer will not be adversely affected; theonly adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant ParticipantCompensatory Warrants or other equity awards or administer or maintain such awards. Therefore, Participant understands thatrefusing or withdrawing his or her consent may affect Participant’s ability to participate in this Agreement. For more information on theconsequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his orher local human resources representative.

19. Language. If Participant has received this Agreement or any other document related to the Compensatory Warrant translated into alanguage other than English and if the meaning of the translated version is different than the English version, the English version will control.

2 0 . Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal,

unenforceable, or void, this Agreement shall continue in full force and effect. 21. Entire Agreement; Governing Law. This Agreement constitutes the entire agreement of the parties with respect to the subject matter

hereof and supersedes in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matterhereof, and may not be modified adversely to Participant’s interest except by means of a writing signed by the Company and Participant. ThisAgreement is governed by the internal substantive laws but not the choice of law rules of Nevada.

2 2 . No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES

PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THECOMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEINGHIRED, BEING GRANTED THIS COMPENSATORY WARRANT OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHERACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTINGSCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS ASERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITHPARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAININGPARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

23. [Stockholder Approval. This Compensatory Warrant will be subject to approval by the stockholders of the Company within twelve (12)


months after the date it is executed. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.]

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By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this


Compensatory Warrant is granted under and governed by the terms and conditions of this Agreement. Participant has reviewed this Agreement inits entirety, has had an opportunity to obtain the advice of counsel prior to executing this Compensatory Warrant and fully understands allprovisions of this Compensatory Warrant. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of theBoard upon any questions relating to this Compensatory Warrant. Participant further agrees to notify the Company upon any change in theresidence address indicated below. PARTICIPANT LOOP INDUSTRIES, INC.

Signature By

[NAME] Print Name Print Name [ADDRESS] Title [ADDRESS] Residence Address


EXHIBIT A

EXERCISE NOTICE Loop Industries, Inc.480, Fernand PoitrasTerrebonne, QC J6Y 1Y4Canada Attention: [Title]

1. Exercise of Compensatory Warrant. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby elects toexercise Participant’s compensatory warrant (the “Compensatory Warrant”) to purchase ________________ shares of the Common Stock (the“Shares”) of Loop Industries, Inc. (the “Company”) under and pursuant to the Stand-Alone Compensatory Warrant Agreement dated______________, _____ (the “Compensatory Warrant Agreement”).


2. Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Compensatory

Warrant Agreement, and any and all withholding taxes due in connection with the exercise of the Compensatory Warrant. 3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Compensatory Warrant

Agreement and agrees to abide by and be bound by its terms and conditions. 4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly

authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to theShares subject to the Compensatory Warrant, notwithstanding the exercise of the Compensatory Warrant. The Shares so acquired shall be issuedto Participant as soon as practicable after the Compensatory Warrant is exercised in accordance with the Compensatory Warrant Agreement. Noadjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 12 ofthe Compensatory Warrant Agreement.

5. Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or

disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connectionwith the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.

6. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially

equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be requiredby the Company or by state or federal securities laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE“ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS ANDUNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESESECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND ARIGHT OF FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICEBETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THEPRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRIC-TIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ONTRANSFEREES OF THESE SHARES. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OFTIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIESSET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOTBE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THECONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.

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(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, theCompany may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, itmay make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwisetransferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or paydividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

7. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and thisExercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, thisExercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

8. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company

forthwith to the Board which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board shall be final andbinding on all parties.

9 . Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws but not the choice of law rules, of

Nevada. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, thisExercise Notice shall continue in full force and effect.

10. Entire Agreement. The Compensatory Warrant Agreement is incorporated herein by reference. This Exercise Notice, the Compensatory

Warrant Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matterhereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matterhereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. Submitted by: Accepted by: PARTICIPANT LOOP INDUSTRIES, INC.

Signature By

[NAME] Print Name Print Name Title Address: Address: [ADDRESS] [ADDRESS]


Date Received

A-2


EXHIBIT B


INVESTMENT REPRESENTATION STATEMENT PARTICIPANT : [NAME] COMPANY : LOOP INDUSTRIES, INC. SECURITY : COMMON STOCK AMOUNT : DATE :

In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following: (a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the

Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment forParticipant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of theSecurities Act of 1933, as amended (the “Securities Act”).

(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not

been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things,the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of theSecurities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicatedsolely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for oruntil an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participantfurther understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemptionfrom such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register theSecurities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable statesecurities laws.

(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance,

permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to thesatisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Compensatory Warrantto Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reportingrequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any marketstand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditionsspecified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount ofSecurities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’stransaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the SecuritiesExchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.

In the event that the Company does not qualify under Rule 701 at the time of grant of the Compensatory Warrant, then the Securities

may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current publicinformation about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning ofRule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3)and (4) of the paragraph immediately above.

B-1


(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration underthe Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact thatRules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing tosell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantialburden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respectivebrokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such otherregistration exemption shall be available in such event. PARTICIPANT Signature [NAME] Print Name Date

B-2


EXHIBIT 10.3

LOOP CANADA INC.

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is dated as of October 20, 2017, by and between Frank Zitella (the "Executive") andLoop Canada Inc. (the "Company"), a wholly owned subsidiary of LOOP Industries, Inc.

1. Duties.

1.1 Position. The Executive is employed as Chief Financial Officer, reporting to the Company's President and Chief ExecutiveOfficer (the "CEO"). The duties and responsibilities of the Executive shall be commensurate with the position of an individual providing the sametype of services in a similar company. The Executive shall perform such duties as from time to time may be prescribed for him by the Company.

1.2 Obligations to the Company. The Executive agrees to the best of his ability and experience that he will at all times loyally andconscientiously perform all of the duties and obligations required of and from the Executive pursuant to the express and implicit terms hereof, andto the reasonable satisfaction of the Company. During the term of the Executive's employment relationship with the Company, the Executivefurther agrees that he will devote all of his business time and attention to the business of the Company, on a full-time basis, and the Executive willnot render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the priorwritten consent of the CEO, which consent shall not be unreasonably withheld. The Executive will comply with and be bound by the Company'soperating policies, procedures and practices from time to time in effect during the term of the Executive's employment.

2. Term of Employment. The Executive's employment hereunder shall be for an indeterminate term and shall commence on or aboutNovember 8, 2017 or such later date as the parties may agree ("Commencement Date").

3. Compensation. For the duties and services to be performed by the Executive hereunder, the Company shall pay the Executive, and theExecutive agrees to accept, the salary and other benefits described below in this Section 3.

3.1 Salary. The Executive shall receive a yearly base salary of $280,000. The Executive's salary will be payable pursuant to theCompany's normal payroll practices for payment of salary to executive employees. The Executive's base salary will be reviewed as part of theCompany's normal salary review process.

3.2 Employee Benefit Plans. Executive shall participate in the employee benefit plans, programs and policies maintained by or forthe Company for similarly situated employees in accordance with the terms and conditions to participate in such plans, programs and policies asin effect from time to time. The introduction and administration of benefit plans, programs and policies are within the Company's sole discretionand the introduction, deletion or amendment of any benefit plan, program or policy will not constitute a breach of this Employment Agreement,provided the Executive is provided with substantially similar benefits or compensation in lieu.

3.3 Bonus. The Executive shall be eligible to receive an annual discretionary cash bonus (the "Bonus"). The Bonus is entirelydiscretionary on the part of the Company and there is no guarantee of a Bonus in any year. Under no circumstances is the Bonus to be consideredpart of the Executive's salary or other regular employment income. Any Bonus earned for any calendar year shall be paid in the immediatelyfollowing calendar year, as soon as practicable after the audited financial statements for the Company for the year for which the Bonus is earnedhave been released.

3.4 Equity Incentive. The Executive shall be eligible for the stock option grant identified in Exhibit "A" to this Agreement. The termsand conditions of the options shall at all times be governed by the Loop Industries, Inc. 2017 Equity Incentive Plan. For greater certainty, anyoption or warrants or rights to other compensation or equity, as may be set out in Exhibit A or otherwise acquired, that remains unvested or hasnot yet been earned at the time of Executive's termination shall terminate immediately upon termination of employment.

3.5 Vacation. The Executive shall be eligible for 4 weeks of paid vacation per calendar year, which vacation time shall be taken atsuch time or times in each year so as not to materially and adversely interfere with the business of the Company. Such entitlement will be proratedfor the calendar year in which the Executive commences employment and for any other year of partial employment. Payment of all vacation paywill be at base salary. Such vacation entitlement is in addition to any Company closures for any holiday period. Unused vacation may not becarried over from any one-year period to any other period but will be forfeited, subject to the Executive being paid annually the minimum vacationtime and vacation pay required under applicable employment standards legislation, including the ARLS.

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4. Termination of Employment. The Executive or the Company may end the Executive's employment as described below. The Executivewill always receive all accrued compensation, vacation pay and benefits up to his last day of employment.

4.1 Voluntary Termination. The Executive may terminate this Agreement other than by the Executive's Resignation for GoodReason, as defined in Section 5.3 below, upon giving a minimum of 30 days' advance written notice to the Company (the "Resignation NoticePeriod"). The Company may, at any time during the Resignation Notice Period, relieve the Executive from all or any of his duties for all or part ofthe remainder of the Resignation Notice Period. This may include a requirement that the Executive stay away from all or any of the Company'spremises, not be provided with any work, and/or have no business contact with all or any of the Company's agents, employees, customers, clients,distributors and suppliers. Whether or not the Executive is relieved of any duties during the Resignation Notice Period, the Executive will be paidhis base salary and any other benefits in accordance with this letter, his employment will not be terminated by any removal of duties, hisemployment will continue during the resignation notice period and he will continue to be bound by his obligations under this Agreement. Executivewill not disclose his resignation without the prior approval of the Company. The Company will comply with all requirements of applicableemployment standards legislation including the Quebec Act Respecting Labour Standards, as amended or replaced (all such legislation referredto as the "ARLS") in respect of the termination of the Executive's employment, and the Company shall not have any further obligation to Executive.

4.2 Termination for Serious Reason. This Agreement may be terminated immediately by the Company at any time for SeriousReason as defined in section 5.1 below. Upon any termination under this Section 4.2, the Company shall pay the Executive any accruedcompensation, vacation pay and benefits up to his last day of employment, and any unpaid expenses owing as at the date of termination. TheCompany will not be required to provide any form of advance notice of termination, pay in lieu of such notice, or any form of severance pay, exceptas required by applicable labour standards legislation, including the ARLS.

4.3 Termination Without Serious Reason by the Company

4.3.1 The Company may terminate this Agreement at any time and without notice or Serious Reason by providing theExecutive with a separation package equal to the greater of; a) one month of the Employee's then-current base salaryper year of service, or b) six months, (the "Separation Package"). The applicable cash portion of the SeparationPackage shall be payable within (thirty) 30 days of termination in one lump-sum payment. In addition to the SeparationPackage, the Company shall pay the Executive's base salary up to the date of termination, any accrued and unusedvacation, any unpaid expenses owing as at the date of termination, and any other amounts required by the ARLS. TheExecutive acknowledges that the foregoing arrangements fully satisfy the Company's obligations in respect of thetermination of the Executive's employment and irrevocably agrees that the foregoing arrangements constitute anappropriate indemnity in lieu of reasonable notice, in full compliance with the Executive's entitlements under the CivilCode of Quebec (the "CCQ") having explicit regard for the nature of the employment, the specific circumstances inwhich it is carried on and the duration of the period of work.

4.3.2 The Company's obligation to pay the Separation Package is conditional upon the Executive's ongoingcompliance with the post-employment covenants contained in Sections 6 and 8 of this Agreement. In the event that theExecutive breaches the post-employment covenants contained in Sections 6 and 8, the Executive will remain bound byall of the terms of this Agreement, any payments made pursuant to the Separation Package will automatically cease,and the Executive will be required to return any payments already made pursuant to the Separation Package.Notwithstanding the cessation and/or return of payments, the Executive will at no point receive payment pursuant to theSeparation Package that is less than the minimum amount of payment required to comply with applicable legislation,including the ARLS.

4.3.3 The Company's obligation to pay the Separation Package is conditional upon the Executive signing, in thepresence of a witness, a full and final release in a form satisfactory to the Company, and delivering an originalexecuted copy of the full and final release to the Company within forty-five (45) days after the date of termination. If theExecutive fails to execute the full and final release, the Executive will not be entitled to the Separation Package andwill instead receive only such payments and benefit continuation as are required by the ARLS, if any.

4.4 Involuntary Termination. If the Executive's employment is terminated by the Company or a successor entity without Cause or by

the Executive's Resignation for Good Reason, the Executive will receive the Separation Package.

4.5 Change of Control. In the event of a Change of Control, all of the Executive's unvested options, shares or other equity shallimmediately vest.


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4.6 No Further Rights. The Executive shall have no further entitlements upon termination, except if necessary to comply with the

minimum requirements of the ARLS. For greater certainty, any unvested option, warrants, or other entitlements, each as set out in Exhibit A orotherwise acquired, at the time of the Executive's termination for any reason shall cease to vest and terminate immediately upon Executive'stermination of employment, taking into account the applicable notice period. All vested options, warrants or other bonus entitlements will continuepursuant to their terms. The Executive acknowledges that the foregoing arrangements fully satisfy the Company's and all affiliates' obligations tohis in respect of the termination of his employment and he agrees that the foregoing arrangements constitute reasonable notice in accordance withthe civil law and that he will not be entitled to further notice of termination, severance pay, incentive compensation, damages or othercompensatory payments under common law, civil law or contract.

4.7 Return of Company Property. All equipment, documents or any other materials of any kind created or used by the Executive inthe course of employment, or otherwise furnished by the Company or its customers, suppliers, distributors, employees or consultants in theExecutive's possession or control, shall be surrendered to the Company, in good condition, promptly upon the Executive's termination ofemployment, irrespective of the time, manner or cause of termination.

5. Definitions. For purposes of this Agreement, the following definitions shall apply:

5.1 "Serious Reason" means a serious reason pursuant to Article 2094 of the CCQ and includes, without limitation, (a) theExecutive's breach of a material term of this Agreement; (b) the Executive's conviction of a criminal offence involving fraud or dishonesty, or whichotherwise adversely impacts the reputation of the Company; (c) the Executive directly or indirectly making personal profit out of or in connectionwith a transaction or business opportunity to which the Company is involved or otherwise associated with, without making disclosure to andseeking the prior written consent of the Company; (d) the Executive's failure to comply with any Company rules or policies of a material nature; (e)the Executive's continued failure to substantially perform his job duties; (f) any actions or omissions on the Executive's part constituting grossmisconduct or negligence in connection with the business of the Company.

5.3 "Resignation for Good Reason" means the Executive's resignation as a result of: (i) a significant and substantial reduction in theExecutive's job, duties, or responsibilities in a manner that is substantially and materially inconsistent with the position, duties, or responsibilitiesheld by the Executive immediately before such reduction; (ii) any reduction in the Executive's base salary other than in connection with andconsistent with a general reduction of all officer base salaries; or (iii) a relocation of the Executive's work location to a location more than 50kilometers away from his current location provided such change increases the Executive's commute by 25 kilometers or 30 minutes. In each case,the Executive shall give written notice to the Company of such event, and allow the Company a reasonable period to cure such event.

5.4 "Change of Control" means a sale of all or substantially all of the shares or assets of the Company or its parent, LOOPIndustries, Inc. ("LPP"), or any merger or consolidation of either the Company or LPP with or into another corporation other than a merger orconsolidation in which the holders of more than 50% of the shares of capital stock of the Company or LPP (as the case may be) outstandingimmediately prior to such transaction continue to hold (either by the voting securities remaining outstanding or by their being converted into votingsecurities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or LPP (as the casemay be), or such surviving entity, outstanding immediately after such transaction.

6 . Confidentiality Agreement. The Executive has signed a Proprietary Information and Inventions Agreement (the "ProprietaryAgreement") that is incorporated by reference and made a part of this Agreement and the form of which is attached hereto as Exhibit B. TheExecutive hereby represents and warrants to the Company that the Executive has complied with all obligations under the Proprietary Agreementand agrees to continue to abide by the terms of the Proprietary Agreement and further agrees that the provisions of the Proprietary Agreementshall survive any termination of this Agreement or of the Executive's employment relationship with the Company in accordance with the terms ofthe Proprietary Agreement.

7. Confidentiality of Terms. The Executive agrees to follow the Company's strict policy that employees must not disclose, either directly orindirectly, any information, including any of the terms of this Agreement, regarding salary or stock purchase allocations to any person, includingother employees of the Company (other than such employees who have a need to know such information); provided, however, that the Executivemay discuss such terms with members of his immediate family and any legal, tax or accounting specialists who provide the Executive withindividual legal, tax or accounting advice. Notwithstanding anything to the contrary herein, disclosure of such information shall not be precluded ifsuch disclosure is in response to a valid order of a court or governmental body or is otherwise required by law.

8 . Covenants. This Agreement is conditional upon the Executive signing and agreeing to be bound to the Non-Competition, Non-Solicitation and Non-Disparagement Agreement attached as Schedule "A" to this Agreement, which the Executive agrees to execute and deliverto the Company in connection with this Agreement and is incorporated by reference.

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9. Breach of the Agreement. The Executive acknowledges that upon his breach of this Agreement or the Proprietary Agreement, theCompany would sustain irreparable harm from such breach, and, therefore, the Executive agrees that in addition to any other remedies which theCompany may have under this Agreement or otherwise, the Company shall be entitled to obtain equitable relief, including specific performanceand injunctions, restraining the Executive from committing or continuing any such violation of this Agreement or the Proprietary Agreement. TheExecutive acknowledges and agrees that upon the Executive's material or intentional breach of any of the provisions of the Agreement (includingSections 6 and 8) or the Proprietary Agreement, in addition to any other remedies the Company may have under this Agreement or otherwise, theCompany's obligations to provide benefits to the Executive as described in this Agreement, including without limitation those benefits provided inSection 4, shall immediately terminate, except as required by applicable law.

10. Entire Agreement. This Agreement, including the Proprietary Agreement that the Executive has signed, sets forth the entire agreementand understanding of the parties relating to the subject matter herein, supersedes any prior agreement, and merges all prior discussions betweenthem.

11. Conflicts. The Executive represents and warrants that his performance of all the terms of this Agreement will not breach any otheragreement or understanding to which the Executive is a party. The Executive has not, and will not during the term of this Agreement, enter intoany oral or written agreement in conflict with any of the provisions of this Agreement.

12. Dispute Resolution. Any dispute, controversy or claim arising under or in connection with this Agreement, or the breach hereof(including a dispute as to whether Serious Reason or Resignation for Good Reason exists), shall be settled by the competent courts of theProvince of Quebec, district of Montreal. Each party shall pay his, his or its own costs (including lawyers' fees) in connection with such courtproceeding except that the Company shall pay the fees and expenses of the Executive if the Executive is the ultimate successful party in thedispute as determined in a final, non-appealable judgement. Notwithstanding the foregoing, the Company shall be entitled to seek equitable reliefdirectly from a court of competent jurisdiction with respect to any alleged breach of the Proprietary Agreement or Sections 6 and 8, includingspecific performance and injunctions, restraining the Executive from committing or continuing to commit such alleged breach.

13. Successors. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation,liquidation or otherwise) to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement andagrees expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be requiredto perform such obligations in the absence of a succession. The terms of this Agreement and all of the Executive's rights hereunder shall inure tothe benefit of, and be enforceable by, the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees,devisees and legatees.

14. Miscellaneous Provisions.

14.1 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the parties.The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

14.2 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt,when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or 48 hours after being deposited inthe mail as certified or registered mail with postage prepaid, if such notice is addressed to the party to be notified at such party's address as setforth below or as subsequently modified by written notice.

14.3 Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws ofthe Province of Quebec, and the federal laws of Canada applicable therein, without giving effect to its or any other jurisdiction's principles ofconflict of laws.

14.4 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law then (i) suchprovision shall be excluded from this Agreement, the balance of the Agreement shall be interpreted as if such provision were so excluded and thebalance of the Agreement shall be enforceable in accordance with its terms.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of whichtogether will constitute one and the same instrument.

14.6 Advice of Counsel. Each party to this agreement acknowledges that, in executing this Agreement, such party has had theopportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement. ThisAgreement shall not be construed against any party by reason of the drafting of preparation hereof.


14.7 Language. The parties hereto have expressly required that this agreement and documents ancillary thereto be drafted in the

English language. Les parties a la présente ont expressément exige que le présent accord et les documents afférents soient rédiges en langueanglaise.

[Signature page follows]

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The parties have executed this Employment Agreement as of the date first written above. The Company:LOOP CANADA, INC. By: /s/ Daniel Solomita


Daniel Solomita

President and CEO Executive: By: /s/ Frank Zitella Name: Frank Zitella

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EXHIBIT A Grant of an option to purchase 200,000 shares of common stock of LOOP Industries Inc. (LLPP) as follows: · Subject to the Agreement, option shall vest in 1/3 increments on each of the anniversary dates of the grant date · Exercise price shall be the stock price on the date of grant


· Term of option is 10 years from the grant date Grant of an option to purchase 40,000 shares of common stock of LLPP as follows: · Upon commercialisation of LOOP's first manufacturing facility either directly or through third parties. · Exercise price shall be the stock price on the date of grant · Term of option is 10 years from the grant date Grant of an option to purchase 40,000 shares of common stock of LLPP as follows: · Upon commercialisation of LOOP's second manufacturing facility either directly or through third parties. · Exercise price shall be the stock price on the date of grant · Term of option is 10 years from the grant date

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EXHIBIT B

PROPRIETARY INFORMATION ANDINVENTIONS AGREEMENT

LOOP CANADA INC.

In consideration of my employment or consultancy (as the case may be) by LOOP Canada Inc. (the "Company", which term includes the

Company's, parent, LOOP Industries, Inc., and any of their respective subsidiaries and affiliates), any opportunity for advancement orreassignment that the Company may offer me, the compensation paid to me in connection with such employment and any stock and/or stockoptions which have been or may be granted to me by the Company, I, Frank Zitella, hereby agree as follows:

1. Whenever used in this Agreement the following terms will have the following meanings:

1.1 "Invention(s)" means discoveries, developments, designs, improvements, inventions and/or works of authorship, whether or notpatentable, copyrightable or otherwise legally protectable. This includes, but is not limited to, any new machine, article of manufacture, biological


material, method, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design orconfiguration of any kind, or any improvement thereon.

1.2 "Proprietary Information" means information or physical material not generally known or available outside the Company orinformation or physical material entrusted to the Company by third parties. This includes, but is not limited to, Inventions, confidential knowledge,trade secrets, copyrights, product ideas, techniques, processes, formulas, object codes, biological materials such as nucleic acids, proteins,organisms, strands, cell lines, antibodies or antigen source materials, or fragments thereof, mask works and/or any other information of any typerelating to documentation, data, schematics, algorithms, flow charts, mechanisms, research, manufacture, improvements, assembly, installation,marketing, forecasts, pricing, customers, the salaries, duties, qualifications, performance levels and terms of compensation of other employees,and/or cost or other financial data concerning any of the foregoing or the Company and its operations. Proprietary Information may be contained inmaterial such as drawings, samples, procedures, specifications, reports, studies, customer or supplier lists, budgets, cost or price lists,compilations or computer programs, or may be in the nature of unwritten knowledge or know-how.

1 .3 "Company Documents" means documents or other media that contain Proprietary Information or any other informationconcerning the business, operations or plans of the Company, whether such documents have been prepared by me or by others. "CompanyDocuments" include, but are not limited to, blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer disks, tapes orprintouts, sound recordings and other printed, typewritten or handwritten documents.

2. I understand that the Company is engaged in a continuous program of research, development and production. I also recognize that theCompany possesses or has rights to Proprietary Information (including certain information developed by me during my employment orconsultancy (as the case may be) by the Company that has commercial value in the Company's business.

3. I understand that the Company possesses Company Documents that are important to its business.

4. I understand and agree that my employment or consultancy (as the case may be) creates a relationship of confidence and trust betweenme and the Company with respect to (i) all Proprietary Information and (ii) the confidential information of another person or entity with which theCompany has a business relationship and is required by terms of an agreement with such entity or person to hold such information as confidential.At all times, both during my employment or consultancy (as the case may be) by the Company and after its termination, I will keep in confidenceand trust all such information, and I will not use or disclose any such information without the written consent of the Company, except as may benecessary in the ordinary course of performing my duties to the Company.

5. In addition, I hereby agree as follows:

5.1 All Proprietary Information will be the sole property of the Company and its assigns, and the Company and its assigns will be thesole owner of all trade secrets, patents, copyrights and other rights in connection therewith. I hereby assign to the Company any rights I maypresently have or I may acquire in such Proprietary Information.

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5.2 All Company Documents, apparatus, equipment and other physical property, whether or not pertaining to ProprietaryInformation, furnished to me by the Company or produced by me or others in connection with my employment or consultancy (as the case maybe) will be and remain the sole property of the Company. I will return to the Company all such Company Documents, materials and property as andwhen requested by the Company, excepting only (i) my personal copies of records relating to my compensation; (ii) my personal copies of anymaterials previously distributed generally to stockholders of the Company; and (iii) my copy of this Agreement (my "Personal Documents"). Even ifthe Company does not so request, I will return all such Company Documents, materials and property upon termination of my employment orconsultancy (as the case may be) by me or by the Company for any reason, and, except for my Personal Documents, I will not take with me anysuch Company Documents, material or property or any reproduction thereof upon such termination.

5.3 I will promptly disclose to the Company, or any persons designated by it, all Inventions relating to the Field, as defined below,made or conceived, reduced to practice or created by me, either alone or jointly with others, prior to the term of my employment or consultancy(as the case may be) and for one (1) year thereafter. For purposes of this Agreement, "Field" means research, development, marketing ormanufacturing of any products also researched, developed, marketed or manufactured by the Company.

5.4 All Inventions that I conceive, reduce to practice, develop or have developed (in whole or in part, either alone or jointly withothers) during the term of my employment or consultancy (as the case may be) in connection with the business of the Company will be the soleproperty of the Company and its assigns to the maximum extent permitted by law (and to the fullest extent permitted by law will be deemed "worksmade for hire"), and the Company and its assigns will be the sole owner of all patents, copyrights and other rights in connection therewith. I herebyassign to the Company my entire right, title and interest, whether possessed now or later acquired, in such Inventions. I agree that any Inventionrequired to be disclosed under paragraph 5.3 above within one (1) year after the term of my employment or consultancy (as the case may be) willbe presumed to have been conceived during my employment or consultancy (as the case may be). I understand that I may overcome thepresumption by showing that such Invention was conceived after the termination of my employment or consultancy (as the case may be).

5.5 During or after my employment, upon the Company's request and at the company's expense, I will execute all papers in a timelymanner and do all acts necessary to apply for, secure, maintain or enforce patents, copyrights and any other legal rights in Inventions assigned tothe Company under this Agreement, and I will execute all papers and do any and all acts necessary to assign and transfer to the Company or anyperson or party to whom the Company is obligated to assign its rights, my entire right, title and interest in and to such Inventions. This obligationwill survive the termination of my employment or consultancy (as the case may be), but the Company will compensate me at a reasonable rateafter such termination for time actually spent by me at the Company's request on such assistance. In the event that the Company is unable for anyreason whatsoever to secure my signature to any document reasonably necessary or appropriate for any of the foregoing purposes, (includingrenewals, extensions, continuations, divisions or continuations in part), I hereby irrevocably designate and appoint the Company and its dulyauthorized officers and agents as my agents and attorneys-in-fact to act for and in my behalf and instead of me, but only for the purpose ofexecuting and filing any such document and doing all other lawfully permitted acts to accomplish the foregoing purposes with the same legal forceand effect as if executed by me.

5.6 So that the Company may be aware of the extent of any other demands upon my time and attention, I will disclose to the


Company (such disclosure to be held in confidence by the Company) the nature and scope of any other business activity in which I am or becomeengaged during the term of my employment or consultancy (as the case may be). During the term of my employment or consultancy (as the casemay be), I will not engage in any other business activity that is related to the Company's business or its actual or demonstrably anticipatedresearch and development.

6. As a matter of record I attach hereto as Exhibit A a complete list of all Inventions (including patent applications and patents) relevant tothe Field that have been made, conceived, developed or first reduced to practice by me, alone or jointly with others, prior to my employment orconsultancy (as the case may be) with the Company that I desire to remove from the operation of this Agreement, and I covenant that such list iscomplete. If no such list is attached to this Agreement, I represent that I have no such Inventions at the time of signing this Agreement. If in thecourse of my employment or consultancy with the Company, I use or incorporate into a product or process an Invention not covered by Paragraph5.4 of this Agreement in which I have an interest, the Company is hereby granted a nonexclusive, fully paid-up, royalty-free, perpetual, worldwidelicense of my interest to use and sublicense such Invention without restriction of any kind.

7. I represent that my execution of this Agreement, my employment or consultancy (as the case may be) with the Company and myperformance of my proposed duties to the Company in the development of its business will not violate any obligations I may have to any formeremployer, or other person or entity, including any obligations to keep confidential any proprietary or confidential information of any suchemployer. I have not entered into, and I will not enter into, any agreement that conflicts with or would, if performed by me, cause me to breach thisAgreement.

8. In the course of performing my duties to the Company, I will not utilize any proprietary or confidential information of any former employer.

9. I agree that this Agreement does not constitute an employment or consultancy (as the case may be) agreement for a specific durationand that, unless otherwise provided in a written contract signed by both the Company President or its Chief Operating Officer and me, myemployment or consultancy (as the case may be) with the Company is "at will".

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10.This Agreement will be effective as of the first day of my employment or consultancy (as the case may be) by the Company and theobligations hereunder will continue beyond the termination of my employment and will be binding on my heirs, assigns and legal representatives.This Agreement is for the benefit of the Company, its successors and assigns (including all subsidiaries, affiliates, joint ventures and associatedcompanies) and is not conditioned on my employment for any period of time or compensation therefor. I agree that the Company is entitled tocommunicate any obligations under this Agreement to any future employer or potential employer of mine.

11.I agree that any dispute in the meaning, effect or validity of this Agreement will be resolved in accordance with the laws of the Provinceof Quebec without regard to its or any other jurisdiction's conflict of laws provisions. I further agree that if one or more provisions of thisAgreement are held to be unenforceable under applicable laws of the Province of Quebec, such provision(s) will be excluded from this Agreementand the balance of the Agreement will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms.

12. I HAVE READ AND UNDERSTOOD THER AGREEMENT. THER AGREEMENT MAY ONLY BE MODIFIED BY A SUBSEQUENTWRITTEN AGREEMENT EXECUTED BY THE PRESIDENT OR CHIEF OPERATING OFFICER OF THE COMPANY AND MYSELF. Dated: November 8, 2017 By: /s/ Frank Zitella Name (Print): Frank Zitella Accepted and Agreed to: LOOP CANADA INC.

By: /s/ Daniel Solomita


Daniel Solomita, President and CEO



EXHIBIT A TOPROPRIETARY INFORMATION AND

INVENTIONS AGREEMENT LOOP Canada Inc. Ladies and Gentlemen: 1. The following is a complete list of all inventions or improvements relevant to the subject matter of my employment or consultancy (as the casemay be) by LOOP Canada Inc. (the "Company") that have been made or conceived or first reduced to practice by me, alone or jointly with others,prior to my employment or consultancy (as the case may be) by the Company that I desire to remove from the operation of the ProprietaryInformation and Inventions Agreement entered into between the Company and me. ____ No inventions or improvements. ____ Any and all inventions regarding: ____ Additional sheets attached. 2. I propose to bring to my employment or consultancy (as the case may be) the following materials and documents of a former employer: ____ No materials or documents. ____ See below: /s/ Frank Zitella (signature) Print Name : Frank Zitella


Schedule A

Non-Competition, Non-Solicitation and Non-Disparagement 1. Non-Competition. Except as with tire express written permission of Loop Canada Inc. (the "Company"), Frank Zitella ("the Executive") shall notat any time during employment or during the 12 month period following the Termination Date (the "Restricted Period"), on the Executive's ownbehalf or on behalf of any Person, whether directly or indirectly, in a Same or Similar Capacity, carry on, be involved or engaged in, provide anyservices in relation to or have any interest in any activity in all or part of the territory which is in competition or which seeks to be in competitionwith the Business. The Executive shall not be in default under this provision solely by virtue of holding, strictly for portfolio purposes and as apassive investor, not more than five percent (5%) of the issued and outstanding shares of a corporation in competition with the Business, theshares of which are listed on a recognized stock exchange. 2. Non-Solicitation of Employees. The Employee shall not, during the Restricted Period on the Executive's own behalf or on behalf of any person,whether directly or indirectly, in all or part of the territory, offer employment to or solicit the employment or services of or otherwise entice awayfrom the employment or service of the Company or its Affiliates, any Person or Persons who are, or within the 12 months preceding theTermination Date, were (i) employed by the Company or its Affiliates or (ii) providing consulting or other services to the Company or its Affiliates,whether as an independent contractor or otherwise; whether or not such Person or Persons would commit any breach of his or her contract ofemployment or services by reason of leaving the service of the Company or its Affiliates. 3. Non-Solicitation of Customers and Suppliers. The Executive shall not, during the Restricted Period, on the Executive's own behalf or on behalfof any Person, whether directly or indirectly, for any purpose which is in competition, in whole or in part, with the Business: (a) solicit any Customer or Supplier or procure or assist in the solicitation of any Customer or Supplier, in all or part of the Territory; or (b) accept business with or enter into a commercial arrangement with any Customer or Supplier, in all or part of the Territory. 4. Non-Disparagement. The Executive shall not, during employment with the Company or its Affiliates or following the termination of theExecutive's employment for any reason, on the Executive's own behalf or on behalf of any person, whether directly or indirectly:


(a) take any action that might impair the reputation of the Company or its Affiliates, or which might otherwise be detrimental to the business or

operational interests of the Company or its Affiliates; or (b) criticize, disparage, defame or make any negative comments, statements or images about the Company or its Affiliates, Including their current or

former operations, projects, initiatives, employees, consultants, independent contractors, officers, directors, customers, suppliers, distributors,shareholders, agents, representatives, goods, products and/or services, whether oral or written, Including statements and images made or postedvia social media or on the internet.

5. Definitions. The following capitalized terms, when used herein, have the respective meanings set forth below. Capitalized terms used but nototherwise defined herein shall have the respective meanings ascribed thereto in the Employment Agreement.

"Affiliates" means all of the Company's direct and indirect predecessor, subsidiary, parent, related, affiliated and successor companies. "Business" means at the Termination Date, or in the two years preceding the Termination Date, any business or industry in which theCompany and its Affiliates operate, or sell, provide or distribute goods, products or services. "Customer" means any Person, to the Executive's knowledge:

(a) that has purchased or distributed the Company's or any of its Affiliates' goods, products or services in connection with the Business at any

time during the 12 months preceding the Termination Date; or (b) whom the Company has solicited, called upon or negotiated with at any time during the 12 months preceding the Termination Date with a

view to selling or providing goods, products or services to such Person or distributing goods, products or services through such Person.

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"Including" means "including, without limitation". "Person" means any individual, corporation, firm partnership, governmental organization or other entity. "Same or Similar Capacity" means:

(a) the same or similar capacity or function in which the Executive worked for the Company and/or any of its Affiliates at any time during the 12

months preceding the Termination Date; and/or (b) any other capacity, where the Employee's knowledge of Confidential Information could provide a competitive advantage to any Person

engaged in or associated with a Person in competition with the Business.

"Supplier" means any Person, to the Employee's knowledge: (a) having provided goods, products or services to the Company or any of its Affiliates in connection with the Business at any time during the 12

months preceding the Termination Date; or (b) whom the Company is in negotiation with as at the Termination Date with a view to having such Person provide goods, products or services

to the Company [or any of its Affiliates].

"Termination Date" means the date on which employment will end as specified in the written notice of termination of employment providedby the Employee or the Company, as the case may be.


"Territory" means Canada or the United States of America. November 8, 2017 /s/ Frank ZitellaDate Frank Zitella


EXHIBIT 10.4


COMMON STOCK SUBSCRIPTION AGREEMENT

This Subscription Agreement (the “Agreement”) is entered into by and between Loop Industries, Inc., a Nevada corporation (the“Company”), and the individual or entity whose name appears on the signature page hereto (the “Purchaser”).

WHEREAS, the Purchaser desires to purchase from the Company, and the Company desires to sell to the Purchaser, certain shares of

common stock, par value $0.0001 per share, of the Company (the “Common Stock”) pursuant to the terms and conditions of this Agreement. WHEREAS, the Purchaser understands that a number of other investors may purchase shares of Common Stock pursuant to subscription

agreements substantially similar to this Agreement. This Agreement and all of the other such subscription agreements shall be collectively referredto as the “Subscription Agreements” and each of these Subscription Agreements shall be by and between the Company and each individual orentity whose name appears on the signature page thereto.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and

valuable consideration, the parties hereto agree as follows:

1. Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase, and the Company agrees to selland issue to Purchaser, the number of shares of Common Stock set forth on the signature page hereto opposite such Purchaser’s name (the“Shares”), at the aggregate purchase price (the “Purchase Price”) set forth thereon.

2. Closing; Delivery.

2.1 Closing. Immediately following the execution of this Agreement by the Purchaser and the Company, the Purchaser shall pay the

Purchase Price by wire transfer to an account designated by the Company (the “Closing”). 2.2 Delivery. Within ten (10) days of the Closing, the Company will deliver to the Purchaser a certif-icate or statement of ownership in

such Purchaser’s name representing the number of Shares that such Purchaser is purchasing at the Closing against payment of the purchaseprice therefor as set forth in Section 1 hereto.

3. Representations and Warranties of Purchaser. The Purchaser represents and warrants to the Company as follows:

3.1 No Registration. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Actof 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the Securities Act, the availabilityof which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations asexpressed herein or otherwise made pursuant hereto.

3.2 Own Account. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with

the view to, or for resale in connection with, any distribution thereof, and that the Purchaser has no present intention of selling the same. ThePurchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transferor grant participation to such person or entity or to any third person or entity with respect to any of the Shares.

3.3 Economic Risk. The Purchaser understands and acknowledges that the Company has a limited financial and operating history

and that an investment in the Company is highly speculative and involves substantial risks. The Purchaser can bear the economic risk of thePurchaser’s investment and is able, without impairing the Purchaser’s financial condition, to hold the Shares for an indefinite period of time and tosuffer a complete loss of the Purchaser’s investment.

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3.4 Access to Information. The Purchaser has had an opportunity to ask questions of, and receive answers from, the officers of theCompany concerning this Agreement, the exhibits attached hereto and thereto and the transactions contemplated by this Agreement, as well asthe Company’s business, management and financial affairs, which questions were answered to its satisfaction. The Purchaser believes that it hasreceived all the information the Purchaser considers necessary or appropriate for deciding whether to purchase the Shares. The Purchaseracknowledges that any business plans prepared by the Company have been, and continue to be, subject to change and that any projectionsincluded in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptionsunderlying the projections will not materialize or will vary significantly from actual results. The Purchaser also acknowledges that it is relying solelyon its own counsel and not on any statements or representations of the Company or its agents for legal advice with respect to this investment orthe transactions contemplated by this Agreement.

3.5 Residence. The residency of the Purchaser is correctly set forth on the signature page hereto. 3.6 Accredited Investor. The Purchaser is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by

the SEC under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by theCompany.

3.7 Rule 144. The Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the

Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under theSecurities Act which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions, which may include,among other things, the availability of certain current public information about the Company; the resale occurring not less than a specified periodafter a party has purchased and paid for the security to be sold; the number of shares being sold during any three-month period not exceedingspecified limitations; the sale being effected through a “brokers’ transaction,” a transaction directly with a “market maker” or a “riskless principaltransaction” (as those terms are defined in the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder); and the filing of a Form 144 notice, if applicable. The Purchaser understands that the current public information referredto above is not now available and the Company has no present plans to make such information available. The Purchaser acknowledges andunderstands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Purchaser wishes tosell the Shares, and that, in such event, the Purchaser may be precluded from selling such securities under Rule 144, even if the other applicablerequirements of Rule 144 have been satisfied. The Purchaser acknowledges that, in the event the applicable requirements of Rule 144 are notmet, registration under the Securities Act or an exemption from registration will be required for any disposition of the Shares. The Purchaserunderstands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposingto sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden ofproof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participatein the transactions do so at their own risk.

3.8 No Public Market. The Purchaser understands and acknowledges that no public market now exists for the Shares and that the

Company has made no assurances that a public market will ever exist for the Shares. 3.9 Authority. The Purchaser has all requisite power and authority to execute and deliver this Agreement, to purchase the Shares

hereunder and to carry out and perform its obligations under the terms of this Agreement. All action on the part of the Purchaser necessary for theauthorization, execution, delivery and performance of this Agreement, and the performance of all of the Purchaser’s obligations under thisAgreement, has been taken or will be taken prior to the date of the Closing. This Agreement, when executed and delivered by the Purchaser, willconstitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with their terms except as limited by applicablebankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, andas limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

3.10 Consent. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental

authority or third person is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement by thePurchaser or the performance of the Purchaser’s obligations hereunder or thereunder.


3.11 No Bad Actor Disqualification. Neither (a) the Purchaser, (b) any of its directors, executive officers, other officers that may serveas a director or officer of any company in which it invests, general partners or managing members, nor (c) any beneficial owner of the Company’svoting equity securities (in accordance with Rule 506(d) of the Securities Act) held by the Purchaser is subject to any Disqualification Event (asdefined below), except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act and disclosed reasonablyin advance of the Closing in writing in reasonable detail to the Company.

3.12 Legends. The Purchaser understands and agrees that the certificate(s) or statement(s) of ownership evidencing the Shares, or

any other securities issued in respect of the Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event,shall bear the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED,ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLESTATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

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4. Representations and Warranties of the Company. The Company represents and warrants to the Purchaser that:

4.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Nevada and has full corporate power and authority to conduct its business.

4.2 Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement, to issue the

Shares hereunder and to carry out and perform its obligations under the terms of this Agreement. All corporate action on the part of the Companynecessary for the authorization, execution, delivery and performance of this Agreement, and the performance of all of the Company’s obligationsunder this Agreement, has been taken. This Agreement constitutes a valid and legally binding obligation of the Company, enforceable inaccordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of generalapplication affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctiverelief or other equitable remedies or by general principles of equity. The Shares, when issued and fully paid for in accordance with the terms ofthis Agreement, will be validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions set forth hereinand under applicable federal and state securities laws.


4.3 Enforceability. This Agreement has been, or will be, duly executed and delivered by the Company and constitutes, or will

constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limitedby bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and generalprinciples of equity.

4.4 No Bad Actor Disqualification. The Company has exercised reasonable care, in accordance with the Securities and Exchange

Commission’s (the “SEC”) rules and guidance, to determine whether any Covered Person (as defined below) is subject to any of the “bad actor”disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification Events”). To the Company’s knowledge,no Covered Person is subject to a Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under theSecurities Act. The Company has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act.“Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or affiliate ofthe Company; any director, executive officer, other officer participating in the offering, general partner or managing member of the Company; anybeneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (asdefined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the sale of the Common Stock; and anyperson that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the CommonStock (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating inthe offering of any Solicitor or general partner or managing member of any Solicitor.

4.5 Non-Contravention. The execution and delivery by the Company of this Agreement and the performance and consummation of

the transactions contemplated thereby do not and will not violate the Company’s certificate of incorporation or bylaws or any material judgment,order, writ, decree, statute, rule or regulation applicable to the Company.

5. Miscellaneous.

5.1 Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Nevada as applied toagreements entered into among Nevada residents to be performed entirely within Nevada, without regard to principles of conflicts of law.

5.2 Survival. The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the

sale of the Shares. 5.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and

be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 5.4 Entire Agreement. This Agreement embodies the entire understanding and agreement between the Purchaser and the Company

and supersedes all prior agreements and understandings relating to the subject matter hereof. 5.5 Notices. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in

writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to the Purchaser, atits address set forth on the signature page to this Agreement, or at such other address as the Purchaser shall have furnished to the Company inwriting, or (b) if to the Company, at its address set forth on the signature page to this Agreement, or at such other address as the Company shallhave furnished to the Purchaser in writing, with a copy to Martin Waters, Wilson Sonsini Goodrich & Rosati, Professional Corporation,[email protected] and Megan Baier, Wilson Sonsini Goodrich & Rosati, Professional Corporation, [email protected].

3


5.6 Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of refer-ence onlyand are not to be considered in construing this Agreement.

5.7 Waivers and Amendments. Any term of this Agreement or the Subscription Agreements may be amended and the observance of

any term hereof or thereof may be waived, amended, discharged or terminated with the written consent of the Company and the holders of amajority of the Shares then outstanding (a “Majority in Interest of Purchasers”). Any waiver, amendment, discharge or termination effected inaccordance with this Section 5.7 shall be binding upon each holder of any Shares purchased under the Subscription Agreements at the timeoutstanding, each future holder of any Shares and the Company. The Purchaser acknowledges that, by the operation of this Section 5.7, aMajority in Interest of Purchasers will have the right and power to diminish or eliminate all rights of such Purchaser under this Agreement.

5.8 Expenses. The Company and the Purchaser shall bear their own expenses incurred on their own behalf with respect to this

Agreement and the transactions contemplated hereby. 5 . 9 Counterparts. This Agreement may be executed in counterparts, all of which, taken together, shall constitute the entire

Agreement. 5.10 Electronic Signatures. For purposes of this Agreement, a facsimile or other electronic version of a party’s signature, such as a

.pdf, printed by a receiving facsimile or printer shall be deemed an original signature.

[Remainder of Page Intentionally Left Blank]

4


PURCHASER

$[•] Amount of Investment (Signature)($12.00 per Share)

[•] Number of Shares (Print Name)

(Name as it should appear on stock certificatestatement of ownership, if different from above)

(Address) This Agreement is hereby confirmed and accepted by the Company as of _________________, 2017.

COMPANY LOOP INDUSTRIES, INC.

By:

Name: Title: Address:

[Signature Page to Subscription Agreement] 5


EXHIBIT 31.1

SECTION 302 CERTIFICATIONI, Daniel Solomita, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Loop Industries, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial

condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange

Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for theregistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure

that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness

of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal

quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the

registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to

adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over

financial reporting. Date: January 12, 2018 /s/ Daniel Solomita Daniel Solomita President and Chief Executive Officer (principal

executive officer)


EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, Frank Zitella, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Loop Industries, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the

statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial

condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange

Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for theregistrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure

that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness

of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal

quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the

registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to

adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over

financial reporting. Date: January 12, 2018 /s/ Frank Zitella Frank Zitella

Chief Financial Officer(principal financial officer and principal accountingofficer)


EXHIBIT 32.1


In connection with the accompanying Quarterly Report on Form 10-Q of Loop Industries, Inc. for the quarter ended November 30, 2017, theundersigned, Daniel Solomita, President and Chief Executive Officer of Loop Industries, Inc., does hereby certify pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) such Quarterly Report on Form 10-Q for the quarter ended November 30, 2017, fully complies with the requirements of Section 13(a) or 15(d) of the

Securities Exchange Act of 1934, as amended; and (2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended November 30, 2017, fairly presents, in all material respects,

the financial condition and results of operations of Loop Industries, Inc. Date: January 12, 2018 /s/ Daniel Solomita Daniel Solomita President and Chief Executive Officer

(principal executive officer)

EXHIBIT 32.2


In connection with the accompanying Quarterly Report on Form 10-Q of Loop Industries, Inc. for the quarter ended November 30, 2017, theundersigned, Frank Zitella, Chief Financial Officer of Loop Industries, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) such Quarterly Report on Form 10-Q for the quarter ended November 30, 2017, fully complies with the requirements of Section 13(a) or 15(d) of the

Securities Exchange Act of 1934, as amended; and (2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended November 30, 2017, fairly presents, in all material respects,

the financial condition and results of operations of Loop Industries, Inc. Date: January 12, 2018 /s/ Frank Zitella Frank Zitella

Chief Financial Officer(principal financial officer and principal accountingofficer)

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