Common use of Agency Transactions Clause in Contracts

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent agree that the Company may issue and sell through the Sales Agent, as sales agent for the Company, Shares (an "Agency Transaction") as follows: (i) The Company may, from time to time, propose to the Sales Agent the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "Agency Transaction Notice")) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time, such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market ("Nasdaq") (which may not be a day on which the Nasdaq is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "Trading Day"); the maximum number of Placement Shares that the Company wishes to sell on each Trading Day; and the minimum price at which the Company is willing to sell Placement Shares (the "Floor Price"). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales Agent, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) The compensation to the Sales Agent for each sale of Placement Shares in an Agency Transaction with respect to which the Sales Agent acts as sales agent hereunder shall be 3.5% of the gross offering proceeds of Placement Shares sold in such Agency Transaction. The foregoing rate of compensation shall not apply when the Sales Agent purchases Shares on a principal basis, in which case the Company may sell Shares to the Sales Agent as principal at a price to be mutually agreed upon by the Company and the Sales Agent at the relevant Point of Sale (as defined below) pursuant to the applicable Agency Transaction Notice (it being hereby acknowledged and agreed that the Sales Agent shall be under no obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon such acquiror, to acquire such Shares.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company BreitBurn Parties and the Sales Agent agree each Manager agrees that the Company Partnership may issue and sell through the Sales AgentManagers, as sales agent agents for the CompanyPartnership, Shares the Units (an "“Agency Transaction"”) as follows: (i) The Company Partnership may, from time to time, propose to the Sales Agent any Manager the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice")”) addressed to each of the individuals from such Manager listed on Schedule I hereto) from any of the individuals listed as authorized representatives of the Company Partnership on Schedule 1 II hereto (each, an "“Authorized Company Partnership Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital NASDAQ Global Select Market ("Nasdaq"“NASDAQ”) (which may not be a day on which the Nasdaq NASDAQ is scheduled to close prior to its regular weekday closing time) on which the Placement Shares Units are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares Units that the Company Partnership wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company Partnership is willing to sell Placement Shares the Units (the "“Floor Price"”); and the compensation payable to such Manager for such sales pursuant to Section 2(a)(vii). For the avoidance of doubt, the Partnership shall submit instructions to sell Units to only one Manager, if any, on any single Trading Day. (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales Agentsuch Manager, it shall promptly confirm the terms by countersigning an acknowledgement included in a return email referencing the Agency Transaction Notice for such Agency Transaction and emailing it addressed to an Authorized Company Partnership Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, such Manager shall use its commercially reasonable efforts to sell all of the Units designated in, and subject to the terms of, such Agency Transaction Notice. Such Manager shall not sell any Units at a price lower than the Floor Price. The Partnership acknowledges and agrees with the Managers that (x) there can be no assurance that any Manager will be successful in selling all or any of such Units, (y) such Manager shall incur no liability or obligation to the Partnership or any other person or entity if it does not sell any Units for any reason and (z) the Managers shall be under no obligation to purchase any Units on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Partnership, acting through an Authorized Partnership Representative, or such Manager may, upon notice to the other party to the Agency Transaction by telephone (confirmed promptly by electronic mail), suspend or terminate an offering of the Units; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Units sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Units shall be sold on more than one Trading Day, then the Partnership and such Manager shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) Each Manager, as sales agent in an Agency Transaction, shall not make any sales of the Units on behalf of the Partnership, pursuant to this Agreement, other than (x)(i) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations, (ii) to or through a market maker, or (iii) directly on or through an electronic communication network, a “dark pool” or any similar market venue and (y) such other sales of the Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and such Manager in writing. (vii) The compensation to such Manager for sales of the Sales Agent for each sale of Placement Shares Units in an Agency Transaction with respect to which the Sales Agent such Manager acts as sales agent hereunder shall be 3.5as set forth in the Agency Transaction Notice for such Agency Transaction but shall not exceed 2.0% of the gross offering proceeds of Placement Shares the Units sold in such Agency Transaction. The foregoing rate of compensation Such Manager shall not apply when the Sales Agent purchases Shares on a principal basis, in which case the Company may sell Shares provide written confirmation to the Sales Agent Partnership (which may be provided by email to an Authorized Partnership Representative) following the close of trading on NASDAQ on each Trading Day on which Units are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Units sold on such Trading Day, (ii) the gross offering proceeds received from such sales, (iii) the commission payable by the Partnership to such Manager with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Units in an Agency Transaction pursuant to this Agreement shall occur on the third Trading Day (or such earlier day as principal is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Units sold through such Manager in Agency Transactions for settlement on such date shall be issued and delivered by the Partnership to such Manager against payment by such Manager to the Partnership of the Net Offering Proceeds from the sale of such Units. Settlement for all such Units shall be effected by free delivery of the Units by the Partnership or its transfer agent to such Manager’s or its designee’s account (provided that such Manager shall have given the Partnership written notice of such designee prior to the relevant Agency Settlement Date) at a price to The Depository Trust Company (“DTC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Sales Agent at the relevant Point of Sale (as defined below) pursuant parties hereto, which in all cases shall be freely tradable, transferable, registered units in good deliverable form, in return for payment in same-day funds delivered to the applicable Agency Transaction Notice account designated by the Partnership. If the Partnership, or its transfer agent (it being hereby acknowledged and agreed that the Sales Agent if applicable), shall be under no default on its obligation to purchase Shares deliver the Units on a principal basis pursuant to any Agency Settlement Date, the Sales AgreementPartnership shall (i) hold such Manager harmless against any loss, except claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as otherwise agreed incurred, arising out of or in connection with such default by the Sales Agent Partnership and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means(ii) pay such Manager any commission, for an Agency Transaction, the time at discount or other compensation to which an acquiror of Shares entered into a contract, binding upon it would otherwise be entitled absent such acquiror, to acquire such Sharesdefault.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Partnership and the Sales Agent BMOCM agree that the Company Partnership may issue and sell through the Sales AgentBMOCM, as sales agent for the CompanyPartnership, Shares the Common Units (an "“Agency Transaction"”) as follows: (i) The Company Partnership may, from time to time, propose to the Sales Agent BMOCM the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company Partnership on Schedule 1 hereto (each, an "“Authorized Company Partnership Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market New York Stock Exchange ("Nasdaq"the “NYSE”) (which may not be a day on which the Nasdaq NYSE is scheduled to close prior to its regular weekday closing time) on which the Placement Shares Common Units are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares Common Units that the Company Partnership wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company Partnership is willing to sell Placement Shares the Common Units (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentBMOCM, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Partnership Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, BMOCM shall use its commercially reasonable efforts to sell all of the Common Units designated in, and subject to the terms of, such Agency Transaction Notice. BMOCM shall not sell any Common Unit at a price lower than the Floor Price. The Partnership acknowledges and agrees with BMOCM that (x) there can be no assurance that BMOCM will be successful in selling all or any of such Common Units, (y) BMOCM shall incur no liability or obligation to the Partnership or any other person or entity if it does not sell any Common Units for any reason and (z) BMOCM shall be under no obligation to purchase any Common Units on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction pursuant to this Agreement and the relevant Terms Agreement). (iv) The Partnership, acting through an Authorized Partnership Representative, or BMOCM may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Common Units; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Common Units sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Common Units shall be sold on more than one Trading Day, then the Partnership and BMOCM shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) BMOCM, as sales agent in an Agency Transaction, shall not make any sales of the Common Units on behalf of the Partnership, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus (as defined below) in accordance with Rule 153 of the Rules and Regulations (as defined below) and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Common Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and BMOCM in writing. (vii) The compensation to BMOCM for sales of the Sales Agent for each sale of Placement Shares Common Units in an Agency Transaction with respect to which the Sales Agent BMOCM acts as sales agent hereunder shall be 3.5up to 2% of the gross offering proceeds of Placement Shares the Common Units sold pursuant to this Agreement. BMOCM shall provide written confirmation to the Partnership (which may be provided by email to an Authorized Partnership Representative) following the close of trading on the NYSE on each Trading Day on which Common Units are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Common Units sold on such Trading Day, (ii) the gross offering proceeds received from such sales, (iii) the commission payable by the Partnership to BMOCM with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Common Units in an Agency TransactionTransaction pursuant to this Agreement shall occur on the third Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). The foregoing rate of compensation On each Agency Settlement Date, the Common Units sold through BMOCM in Agency Transactions for settlement on such date shall not apply when be issued and delivered by the Sales Agent purchases Shares on a principal basis, in which case the Company may sell Shares Partnership to BMOCM against payment by BMOCM to the Sales Agent Partnership of the Net Offering Proceeds from the sale of such Common Units. Settlement for all such Common Units shall be effected by free delivery of the Common Units by the Partnership or its transfer agent to BMOCM’s or its designee’s account (provided that BMOCM shall have given the Partnership written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as principal at a price to may be mutually agreed upon by the Company and the Sales Agent at the relevant Point of Sale (as defined below) pursuant parties hereto, which in all cases shall be freely tradable, transferable, registered Units in good deliverable form, in return for payment in same-day funds delivered to the applicable Agency Transaction Notice account designated by the Partnership. If the Partnership, or its transfer agent (it being hereby acknowledged and agreed that the Sales Agent if applicable), shall be under no default on its obligation to purchase Shares deliver the Common Units on any Agency Settlement Date, the Partnership shall (i) hold BMOCM harmless against any loss, claim or damage arising from or as a principal basis pursuant to the Sales Agreement, except as otherwise agreed result of such default by the Sales Agent Partnership and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at (ii) pay BMOCM any commission to which an acquiror of Shares entered into a contract, binding upon it would otherwise be entitled absent such acquiror, to acquire such Sharesdefault.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent Citigroup agree that the Company may issue and sell through the Sales AgentCitigroup, as exclusive sales agent for the CompanyCompany for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales Agent Citigroup the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market New York Stock Exchange ("Nasdaq"the “Exchange”) (which may not be a day on which the Nasdaq Exchange is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentCitigroup, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, Citigroup shall use its commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. Citigroup shall not sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with Citigroup that (x) there can be no assurance that Citigroup will be successful in selling all or any of such Shares, (y) Citigroup shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Shares for any reason and (z) Citigroup shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or Citigroup may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and Citigroup shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) Citigroup, as sales agent in an Agency Transaction, shall not make any sales of the Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and Citigroup in writing. (vii) The compensation to Citigroup for sales of the Sales Agent for each sale of Placement Shares in an Agency Transaction with respect to which the Sales Agent Citigroup acts as sales agent hereunder shall be 3.5% equal to (A) Two Percent (2%) of the gross offering proceeds of Placement the Shares for the first $30,000,000 in sales and (B) One and Three Quarter Percent (1.75%) of the gross offering proceeds of the Shares for sales thereafter, sold under this Agreement. Citigroup shall provide written confirmation to the Company (which may be provided by email to an Authorized Company Representative) following the close of trading on the Exchange on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Shares sold in on such Agency Transaction. The foregoing rate of compensation shall not apply when Trading Day, (ii) the Sales Agent purchases Shares on a principal basisgross offering proceeds received from such sales, in which case (iii) the commission payable by the Company may sell to Citigroup with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Shares in an Agency Transaction pursuant to this Agreement shall occur on the third Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through Citigroup in Agency Transactions for settlement on such date shall be issued and delivered by the Company to Citigroup against payment by Citigroup to the Sales Agent Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to Citigroup’s or its designee’s account (provided that Citigroup shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as principal at a price to may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (i) hold Citigroup harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and the Sales Agent at the relevant Point of Sale (as defined belowii) pursuant pay Citigroup any commission, discount or other compensation to the applicable Agency Transaction Notice (which it being hereby acknowledged and agreed that the Sales Agent shall would otherwise be under no obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon entitled absent such acquiror, to acquire such Sharesdefault.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent agree that the Company may issue and sell through the Sales Agent, as sales agent for the Company, the Shares (an "Agency Transaction") as follows: (i) The Company may, from time to time, propose to the Sales Agent the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by substantially the parties) in a form substantially similar to of Exhibit A hereto (an "Agency Transaction Notice")) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market NYSE American LLC (the "NasdaqNYSE") (which may not be a day on which the Nasdaq NYSE is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "Trading Day"); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "Floor Price"). The Agent acknowledges that any such Agency Transaction Notice may relate to the placement of Shares to Coeur Mining, Inc., as contemplated in Section 1(d) below. (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales Agent, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it email reply to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. Such Agent shall not sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with the Agent that (x) there can be no assurance the Agent will be successful in selling all or any of such Shares, (y) the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Shares for any reason and (z) the Agent shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or the Agent may, upon notice to the other party by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and the Agent shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) The Agent, as sales agent in an Agency Transaction, shall not make any sales of the Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers' transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an "at-the-market distribution" in National Instrument 44-102 - Shelf Distributions, provided that such transactions are made on an exchange outside Canada, and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent in writing. The Agent covenants that the Agent will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Shares in connection with the distribution of Shares in an "at-the-market distribution" (as defined in NI 44-102) or enter into any transaction or engage in any transactions that are intended to stabilize or maintain the market price of the Shares, including selling an aggregate number or principal amount of Shares that would result in the underwriter creating an over-allocation position in the securities. The Company acknowledges and agrees that the Agent cannot provide complete assurances that any sale will not have a significant effect on the market price of the Shares. (vii) The compensation to the Sales Agent for each sale sales of Placement the Shares in an Agency Transaction with respect to which the Sales such Agent acts as sales agent hereunder shall be 3.52.75% of the gross offering proceeds of Placement the Shares sold in such Agency Transaction. The foregoing rate of compensation Agent shall not apply when the Sales Agent purchases Shares on a principal basis, in which case provide written confirmation to the Company (which may sell be provided by email to an Authorized Company Representative) following the close of trading on the NYSE on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (w) the number of Shares sold on such Trading Day, (x) the gross offering proceeds received from such sales, (y) the commission payable by the Company to the Sales Agent with respect to such sales and (z) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the "Net Offering Proceeds"). (viii) Settlement for sales of the Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (or such earlier day as principal is industry practice for regular-way trading) following the date on which such sales are made (each such day, an "Agency Settlement Date"). On each Agency Settlement Date, the Shares sold through the Agent in Agency Transactions for settlement on such date shall be issued and delivered by the Company to the Agent against payment by the Agent to the Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to the Agent's or its designee's account (provided that such Agent shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at a price to The Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (i) hold the Agent harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay the Sales Agent at any commission, discount or other compensation to which it would otherwise be entitled absent such default; provided however, that without limiting Section 5 herein, with respect to (ii) above, the relevant Point of Sale Company shall not be obligated to pay the Agent any commission, discount or other compensation on any Shares that it is not possible to settle due to: (as defined belowA) pursuant to a suspension or material limitation in trading in securities generally on the applicable Agency Transaction Notice TSXV or the NYSE; (it being hereby acknowledged and agreed that B) a material disruption in securities settlement or clearance services in the Sales Agent shall be under no obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed United States or Canada; or (C) failure by the Sales Agent and to comply with its obligations under the Company in writing and expressly set forth in an Agency Transaction Notice). "Point terms of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon such acquiror, to acquire such Sharesthis Agreement.

Agency Transactions. On the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales each Agent agree that the Company may issue and sell through the Sales each Agent, acting as sales agent for the Company, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales such Agent the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice")”) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for The New York Stock Exchange (the Nasdaq Capital Market ("Nasdaq"“NYSE”) (which may not be a day on which the Nasdaq NYSE is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales such Agent, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) The compensation Subject to the Sales terms and conditions hereof, such Agent for each sale shall use its commercially reasonable efforts to sell all of Placement the Shares in an designated in, and subject to the terms of, such Agency Transaction with respect to which the Sales Agent acts as sales agent hereunder shall be 3.5% of the gross offering proceeds of Placement Shares sold in such Agency TransactionNotice. The foregoing rate of compensation Agents shall not apply when the Sales Agent purchases Shares on a principal basis, in which case the Company may sell Shares to the Sales Agent as principal any Share at a price to be mutually agreed upon by lower than the Floor Price. The Company and the Sales Operating Partnership acknowledge and agree with the Agents that (x) there can be no assurance that any Agents will be successful in selling all or any of such Shares, (y) no Agent at the relevant Point of Sale (as defined below) pursuant will incur any liability or obligation to the applicable Agency Transaction Notice Company or any other person or entity if it does not sell any Shares for any reason and (it being hereby acknowledged and agreed that the Sales z) each Agent shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement except in the Sales Agreement, except case of a Principal Transaction (as otherwise agreed by the Sales Agent defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below). (iv) The Company, acting through an Authorized Company in writing and expressly Representative, or an Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of Shares (including for Shares that have been sold but have not yet settled) pursuant to an Agency Transaction; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and such Agent shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice). "Point of Sale" means. (vi) Each Agent, for as sales agent in an Agency Transaction, shall not make any sales of the time Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and such Agent in writing. (vii) The amount of any discount, commission or other compensation to be paid by the Company to the Agents in connection with the sale of the Shares in an Agency Transaction shall be calculated in accordance with the terms set forth in Schedule 5 hereto and the applicable Agency Transaction Notice. Each Agent shall provide written confirmation to the Company (which may be provided by email to an acquiror Authorized Company Representative) following the close of trading on the NYSE on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Shares entered into a contractsold on such Trading Day, binding upon (ii) the gross offering proceeds received from such acquirorsales, (iii) the commission payable by the Company to acquire the Agents with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through such Agent in Agency Transactions for settlement on such date shall be issued and delivered by the Company to such Agent against payment by the Agent to the Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to such Agent’s or its designee’s account (provided that such Agent shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered Common Shares in good deliverable form, which may include book-entry, in return for payment in same-day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (i) hold such Agent harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay such Agent any commission, discount or other compensation to which it would otherwise be entitled absent such default. (ix) The Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one Agent on any single given day, and in no event by more than one Agent, and the Company shall in no event request that multiple Agents sell Shares on the same day.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent BMOCM agree that the Company may issue and sell through the Sales AgentBMOCM, as sales agent for the Company, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales Agent BMOCM the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market New York Stock Exchange ("Nasdaq"the “Exchange”) (which may not be a day on which the Nasdaq Exchange is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentBMOCM, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, BMOCM shall use its commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. BMOCM shall not sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with BMOCM that (x) there can be no assurance that BMOCM will be successful in selling all or any of such Shares, (y) BMOCM shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Shares for any reason other than a failure by BMOCM to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement and (z) BMOCM shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or BMOCM may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and BMOCM shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) BMOCM, as sales agent in an Agency Transaction, shall not make any sales of the Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and BMOCM in writing. (vii) The compensation to BMOCM for sales of the Sales Agent for each sale of Placement Shares in an Agency Transaction with respect to which the Sales Agent BMOCM acts as sales agent hereunder shall be 3.5in the form of commissions equal to 2.0% of the gross sales proceeds of the Shares sold pursuant to this Section 1(a) of this Agreement. BMOCM shall provide written confirmation to the Company (which may be provided by email to an Authorized Company Representative) following the close of trading on the Exchange on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Shares sold on such Trading Day, (ii) the gross sales proceeds received from such sales and (iii) the net offering proceeds (being the gross sales proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of Placement the Shares in an Agency Transaction pursuant to this Agreement shall occur on the third Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through BMOCM in Agency Transactions for settlement on such Agency Transaction. The foregoing rate of compensation date shall not apply when the Sales Agent purchases Shares on a principal basis, in which case be issued and delivered by the Company may sell Shares to BMOCM against payment by BMOCM to the Sales Agent Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to BMOCM’s or its designee’s account (provided that BMOCM shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as principal at a price to may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (i) hold BMOCM harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and the Sales Agent at the relevant Point of Sale (as defined belowii) pursuant pay BMOCM any commission or other compensation to the applicable Agency Transaction Notice (which it being hereby acknowledged and agreed that the Sales Agent would otherwise be entitled absent such default. If BMOCM shall be under no default on its obligation to purchase Shares deliver the Net Offering proceeds on a principal basis pursuant to the Sales Agreementany Agency Settlement Date, except as otherwise agreed by the Sales Agent and BMOCM shall hold the Company harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon connection with such acquiror, to acquire such Sharesdefault by BMOCM.

Agency Transactions. On the basis of the representations, warranties and agreements of the Company and the Operating Partnership herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales each Agent agree that the Company may issue and sell through the Sales each Agent, acting as sales agent for the Company, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales such Agent the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice")”) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market New York Stock Exchange ("Nasdaq"the “NYSE”) (which may not be a day on which the Nasdaq NYSE is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales such Agent, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by . (iii) Subject to the Sales terms and conditions hereof, such Agent shall be effective unless use its commercially reasonable efforts to sell all of the Shares designated in, and until (i) subject to the entire amount of Placement Shares set forth in the Agency Transaction Notice have been soldterms of, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the such Agency Transaction Notice. The Company acknowledges that the Agents will conduct the sale of the Shares in compliance with applicable law, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Noticerules and regulations, or (iv) this Agreement has been terminated including, without limitation, Regulation M under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the CompanyExchange Act, and then only upon the terms specified therein applicable NYSE rules and herein. In the event that such compliance may include a delay in commencement of a conflict between the terms of this Agreement and the terms sales efforts after receipt of an Agency Transaction Notice, . The Agents agree to promptly disclose any such delay and the terms potential length of the Agency Transaction Notice will control. (iii) The compensation such delay to the Sales Agent for each sale of Placement Shares in an Agency Transaction with respect to which the Sales Agent acts as sales agent hereunder shall be 3.5% of the gross offering proceeds of Placement Shares sold in such Agency TransactionCompany. The foregoing rate of compensation Agents shall not apply when the Sales Agent purchases Shares on a principal basis, in which case the Company may sell Shares to the Sales Agent as principal any Share at a price to be mutually agreed upon by lower than the Floor Price. The Company and the Sales Operating Partnership acknowledge and agree with the Agents that (x) there can be no assurance that any Agents will be successful in selling all or any of such Shares, (y) no Agent at the relevant Point of Sale (as defined below) pursuant will incur any liability or obligation to the applicable Agency Transaction Notice Company or any other person or entity if it does not sell any Shares for any reason and (it being hereby acknowledged and agreed that the Sales z) each Agent shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement except in the Sales Agreement, except case of a Principal Transaction (as otherwise agreed by the Sales Agent defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below). (iv) The Company, acting through an Authorized Company in writing and expressly Representative, or an Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of Shares (including for Shares that have been sold but have not yet settled) pursuant to an Agency Transaction; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and such Agent shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice). "Point of Sale" means. (vi) Each Agent, for as sales agent in an Agency Transaction, shall not make any sales of the time Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and such Agent in writing. (vii) The amount of any discount, commission or other compensation to be paid by the Company to the Agents in connection with the sale of the Shares in an Agency Transaction shall be calculated in accordance with the terms set forth in Schedule 4 hereto and the applicable Agency Transaction Notice. Each Agent shall provide written confirmation to the Company (which may be provided by email to an acquiror Authorized Company Representative) following the close of trading on the NYSE on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Shares entered into a contractsold on such Trading Day, binding upon (ii) the gross offering proceeds received from such acquirorsales, (iii) the commission payable by the Company to acquire the Agents with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through such Agent in Agency Transactions for settlement on such date shall be issued and delivered by the Company to such Agent against payment by the Agent to the Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to such Agent’s or its designee’s account (provided that such Agent shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares of Common Stock in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (i) hold such Agent harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay such Agent any commission, discount or other compensation to which it would otherwise be entitled absent such default. (ix) The Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one Agent on any single given day, but in no event by more than one, and the Company shall in no event request that multiple Agents sell Shares on the same day.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Partnership and the Sales Agent Managers agree that the Company Partnership may issue and sell through the Sales Agenteach Manager, as sales agent for the CompanyPartnership, Shares the Units (an "“Agency Transaction"”) as follows: (i) The Company Partnership may, from time to time, propose to the Sales Agent a Manager the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company Partnership on Schedule 1 2 hereto (each, an "“Authorized Company Partnership Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market New York Stock Exchange ("Nasdaq"the “Exchange”) (which may not be a day on which the Nasdaq Exchange is scheduled to close prior to its regular weekday closing time) on which the Placement Shares Units are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares Units that the Company Partnership wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company Partnership is willing to sell Placement Shares the Units (the "“Floor Price"”); and the compensation payable to such Manager for such sales pursuant to Section 1(a)(vii). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentManager, it shall promptly confirm the terms by countersigning an acknowledgement included in a return electronic mail message referring to the Agency Transaction Notice for such Agency Transaction and emailing it that is delivered to an Authorized Company Partnership Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, each Manager shall use its commercially reasonable efforts to sell all of the Units designated in, and subject to the terms of, such Agency Transaction Notice. No Manager shall sell any Unit at a price lower than the Floor Price. The Partnership acknowledges and agrees with the Managers that (x) there can be no assurance that any Manager will be successful in selling all or any of such Units, (y) no Manager shall incur any liability or obligation to the Partnership or any other person or entity if it does not sell any Units for any reason other than a failure by such Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Units as required under this Agreement and (z) no Manager shall be under any obligation to purchase any Units on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction pursuant to this Agreement and the relevant Terms Agreement). For the purposes of this Agreement, the “gross sales price” of the Units sold under this Section 1(a) shall be equal to the price at which the Partnership’s Common Units are sold by a Manager under this Section 1(a). (iv) The Partnership, acting through an Authorized Partnership Representative, or any Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend or terminate the offering of the Units with respect to which the Manager is acting as sales agent; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Units sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Units shall be sold on more than one Trading Day, then the Partnership and the applicable Manager shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) A Manager, as sales agent in an Agency Transaction, shall not make any sales of the Units on behalf of the Partnership, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus (as defined below) in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and the Manager in writing. (vii) The compensation to a Manager for sales of the Sales Agent for each sale of Placement Shares Units in an Agency Transaction with respect to which the Sales Agent such Manager acts as sales agent hereunder shall be 3.5up to 2% of the gross offering proceeds of Placement Shares the Units sold pursuant to this Agreement. The Manager shall provide written confirmation to the Partnership and to the transfer agent for the Common Units, as directed by the Partnership (which may be provided by email to an Authorized Partnership Representative and to such transfer agent), following the close of trading on the Exchange on each Trading Day on which Units are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Units sold on such Agency Transaction. The foregoing rate of compensation shall not apply when Trading Day, (ii) the Sales Agent purchases Shares on a principal basisgross offering proceeds received from such sales, in which case (iii) the Company may sell Shares commission payable by the Partnership to the Sales Agent Manager with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Units in an Agency Transaction pursuant to this Agreement shall occur on the third Trading Day (or such earlier day as principal is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Units sold through a Manager in Agency Transactions for settlement on such date shall be issued and delivered by the Partnership to the Manager against payment by the Manager to the Partnership of the Net Offering Proceeds from the sale of such Units. Settlement for all such Units shall be effected by free delivery of the Units by the Partnership or its transfer agent to the Manager’s or its designee’s account (provided that the Manager shall have given the Partnership written notice of such designee prior to the relevant Agency Settlement Date) at a price to The Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the Company and the Sales Agent at the relevant Point of Sale (as defined below) pursuant parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the applicable Agency Transaction Notice account designated by the Partnership. If the Partnership, or its transfer agent (it being hereby acknowledged and agreed that the Sales Agent if applicable), shall be under no default on its obligation to purchase Shares deliver the Units on a principal basis pursuant any Agency Settlement Date, the Partnership shall (i) hold the Manager harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Partnership and (ii) pay the Manager any commission, discount or other compensation to which it would otherwise be entitled absent such default. If the Manager breaches this Agreement by failing to deliver the Net Offering Proceeds to the Sales Agreement, except as otherwise agreed Partnership on any Agency Settlement Date for the Units delivered by the Sales Agent and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency TransactionPartnership, the time at which an acquiror of Shares entered into a contract, binding upon Manager will pay the Partnership interest based on the effective overnight federal funds rate on such acquiror, unpaid amount less any compensation due to acquire such Sharesthe Manager.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent BMOCM agree that the Company may issue and sell through the Sales AgentBMOCM, as sales agent for the Company, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales Agent BMOCM the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market New York Stock Exchange ("Nasdaq"the “Exchange”) (which may not be a day on which the Nasdaq Exchange is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentBMOCM, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, BMOCM shall use its commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. BMOCM shall not sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with BMOCM that (x) there can be no assurance that BMOCM will be successful in selling all or any of such Shares, (y) BMOCM shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Shares for any reason and (z) BMOCM shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or BMOCM may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and BMOCM shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) BMOCM, as sales agent in an Agency Transaction, shall not make any sales of the Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and BMOCM in writing. (vii) The compensation to BMOCM for sales of the Sales Agent for each sale of Placement Shares in an Agency Transaction with respect to which the Sales Agent BMOCM acts as sales agent hereunder shall be 3.5% equal to Two Percent (2%) of the gross offering proceeds of Placement the Shares sold in such Agency Transactionunder this Agreement. The foregoing rate of compensation BMOCM shall not apply when the Sales Agent purchases Shares on a principal basis, in which case provide written confirmation to the Company (which may sell be provided by email to an Authorized Company Representative) following the close of trading on the Exchange on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Shares sold on such Trading Day, (ii) the gross offering proceeds received from such sales, (iii) the commission payable by the Company to BMOCM with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Shares in an Agency Transaction pursuant to this Agreement shall occur on the third Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through BMOCM in Agency Transactions for settlement on such date shall be issued and delivered by the Company to BMOCM against payment by BMOCM to the Sales Agent Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to BMOCM’s or its designee’s account (provided that BMOCM shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as principal at a price to may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (i) hold BMOCM harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and the Sales Agent at the relevant Point of Sale (as defined belowii) pursuant pay BMOCM any commission, discount or other compensation to the applicable Agency Transaction Notice (which it being hereby acknowledged and agreed that the Sales Agent shall would otherwise be under no obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon entitled absent such acquiror, to acquire such Sharesdefault.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Sales Agent Agents agree that the Company may issue and sell through the Sales an Agent, as sales agent for the Company, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to an Agent determined in the Sales Agent sole discretion of the Company (the “Designated Agent”) the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market New York Stock Exchange ("Nasdaq"the “Exchange”) (which may not be a day on which the Nasdaq Exchange is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales Designated Agent, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (iA) the Designated Agent, in accordance with the notice requirements set forth in Section 1(a)(iv) below, suspends or terminates the Agency Transaction Notice for any reason, in its sole discretion, (B) the entire amount of the Placement Shares set forth in the Agency Transaction Notice have been sold, (iiC) in accordance with the notice requirements set forth in Section 1(e)1(a)(iv) below, the Company or Sales Agent suspends or terminates the Agency Transaction NoticeNotice for any reason, in its sole discretion, (iiiD) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (ivE) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, the Designated Agent shall use its commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. No Designated Agent shall sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with each Designated Agent that (A) there can be no assurance that the Designated Agent will be successful in selling all or any of such Shares, (B) the Designated Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Shares for any reason other than a failure by the Designated Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement and (C) the Designated Agent shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or the applicable Designated Agent under the Agency Transaction Notice may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and the Designated Agent shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) The Designated Agent, as sales agent in an Agency Transaction, shall not make any sale of the Shares on behalf of the Company, pursuant to this Agreement, other than (A) by means of ordinary brokers’ transactions and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent in writing. (vii) The compensation to the Sales Designated Agent for each sale sales of Placement the Shares in an Agency Transaction with respect to which the Sales such Designated Agent acts as sales agent hereunder shall be 3.5in the form of commissions equal to 1.5% of the gross sales proceeds of the Shares sold pursuant to this Section 1(a) of this Agreement. The Designated Agent shall provide written confirmation to the Company (which may be provided by email to an Authorized Company Representative) following the close of trading on the Exchange on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (A) the number of Shares sold on such Trading Day, (B) the gross sales proceeds received from such sales and (C) the net offering proceeds (being the gross sales proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of Placement the Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through the Designated Agent in Agency Transactions for settlement on such Agency Transaction. The foregoing rate of compensation date shall not apply when the Sales Agent purchases Shares on a principal basis, in which case be issued and delivered by the Company may sell Shares to such Designated Agent against payment by such Designated Agent to the Sales Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to the Designated Agent’s or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as principal at a price to may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (A) hold the Designated Agent harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (B) pay the Sales Designated Agent at any commission or other compensation to which it would otherwise be entitled absent such default. If the relevant Point of Sale (as defined below) pursuant to the applicable Agency Transaction Notice (it being hereby acknowledged and agreed that the Sales Designated Agent shall be under no default on its obligation to purchase deliver the Net Offering proceeds on any Agency Settlement Date, then the Designated Agent shall pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to such Designated Agent. (ix) The Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through one Agent on a principal basis pursuant to the Sales Agreementany single given day, except as otherwise agreed but in no event by the Sales Agent more than one, and the Company shall in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, no event request that multiple Agents sell Shares on the time at which an acquiror of Shares entered into a contract, binding upon such acquiror, to acquire such Sharessame day.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent agree that the Company may issue and sell through the Sales Agent, as sales agent for the Company, Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales Agent the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative"”) and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time, such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "“Placement Shares"”); the time period and trading day(s) for the Nasdaq Capital Market ("“Nasdaq"”) (which may not be a day on which the Nasdaq is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell on each Trading Day; and the minimum price at which the Company is willing to sell Placement Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales Agent, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) The compensation to the Sales Agent for each sale of Placement Shares in an Agency Transaction with respect to which the Sales Agent acts as sales agent hereunder shall be 3.5% of the gross offering proceeds of Placement Shares sold in such Agency Transaction. The foregoing rate of compensation shall not apply when the Sales Agent purchases Shares on a principal basis, in which case the Company may sell Shares to the Sales Agent as principal at a price to be mutually agreed upon by the Company and the Sales Agent at the relevant Point of Sale (as defined below) pursuant to the applicable Agency Transaction Notice (it being hereby acknowledged and agreed that the Sales Agent shall be under no obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon such acquiror, to acquire such Shares.as

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent BMOCM agree that the Company may issue and sell through the Sales AgentBMOCM, as sales agent for the Company, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales Agent BMOCM the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Global Select Market ("Nasdaq"the “Exchange”) (which may not be a day on which the Nasdaq Exchange is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentBMOCM, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, BMOCM shall use its commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. BMOCM shall not sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with BMOCM that (x) there can be no assurance that BMOCM will be successful in selling all or any of such Shares, (y) BMOCM shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Shares for any reason and (z) BMOCM shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or BMOCM may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and BMOCM shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) BMOCM, as sales agent in an Agency Transaction, shall not make any sales of the Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and BMOCM in writing. (vii) The compensation to BMOCM for sales of the Sales Agent for each sale of Placement Shares in an Agency Transaction with respect to which the Sales Agent BMOCM acts as sales agent hereunder shall be 3.5% as set forth on Schedule 5 hereto. BMOCM shall provide written confirmation to the Company (which may be provided by email to an Authorized Company Representative) following the close of trading on the Exchange on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Shares sold on such Trading Day, (ii) the gross offering proceeds received from such sales, (iii) the commission payable by the Company to BMOCM with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of Placement the Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through BMOCM in Agency Transactions for settlement on such Agency Transaction. The foregoing rate of compensation date shall not apply when the Sales Agent purchases Shares on a principal basis, in which case be issued and delivered by the Company may sell Shares to BMOCM against payment by BMOCM to the Sales Agent Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to BMOCM’s or its designee’s account (provided that BMOCM shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as principal at a price to may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (i) hold BMOCM harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as reasonably incurred, arising out of or in connection with such default by the Company and the Sales Agent at the relevant Point of Sale (as defined belowii) pursuant pay BMOCM any commission, discount or other compensation to the applicable Agency Transaction Notice (which it being hereby acknowledged and agreed that the Sales Agent shall would otherwise be under no obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon entitled absent such acquiror, to acquire such Sharesdefault.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent BMOCM agree that the Company may issue and sell through the Sales AgentBMOCM, as sales agent for the Company, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales Agent BMOCM the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital Market New York Stock Exchange ("Nasdaq"the “NYSE”) (which may not be a day on which the Nasdaq NYSE is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentBMOCM, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, BMOCM shall use its commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. BMOCM shall not sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with BMOCM that (x) there can be no assurance that BMOCM will be successful in selling all or any of such Shares, (y) BMOCM shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Shares for any reason and (z) BMOCM shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or BMOCM may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and BMOCM shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) BMOCM, as sales agent in an Agency Transaction, shall not make any sales of the Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at-the-market distribution” in National Instrument 44-102 – Shelf Distributions, provided that such transactions are made on an exchange outside Canada, and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and BMOCM in writing. BMOCM shall not engage in any transactions that are intended to stabilize or maintain the market price of the Shares. (vii) The compensation to BMOCM for sales of the Sales Agent for each sale of Placement Shares in an Agency Transaction with respect to which the Sales Agent BMOCM acts as sales agent hereunder shall be 3.5shall be as set forth in the Agency Transaction Notice for such Agency Transaction but shall not exceed 2.0% of the gross offering proceeds of Placement the Shares sold in such Agency Transaction. The foregoing rate of compensation BMOCM shall not apply when the Sales Agent purchases Shares on a principal basis, in which case provide written confirmation to the Company (which may sell be provided by email to an Authorized Company Representative) following the close of trading on the NYSE on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Shares sold on such Trading Day, (ii) the gross offering proceeds received from such sales, (iii) the commission payable by the Company to BMOCM with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through BMOCM in Agency Transactions for settlement on such date shall be issued and delivered by the Company to BMOCM against payment by BMOCM to the Sales Agent Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to BMOCM’s or its designee’s account (provided that BMOCM shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as principal at a price to may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (i) hold BMOCM harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and the Sales Agent at the relevant Point of Sale (as defined belowii) pursuant pay BMOCM any commission, discount or other compensation to the applicable Agency Transaction Notice (which it being hereby acknowledged and agreed that the Sales Agent shall would otherwise be under no obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon entitled absent such acquiror, to acquire such Sharesdefault.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Partnership and the Sales Agent BMOCM agree that the Company Partnership may issue and sell through the Sales AgentBMOCM, as sales agent for the CompanyPartnership, Shares the Units (an "“Agency Transaction"”) as follows: (i) The Company Partnership may, from time to time, propose to the Sales Agent BMOCM the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company Partnership on Schedule 1 hereto (each, an "“Authorized Company Partnership Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital NASDAQ Global Select Market ("Nasdaq"the “Exchange”) (which may not be a day on which the Nasdaq Exchange is scheduled to close prior to its regular weekday closing time) on which the Placement Shares Units are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares Units that the Company Partnership wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company Partnership is willing to sell Placement Shares the Units (the "“Floor Price"”); and the compensation payable to BMOCM for such sales pursuant to Section 1(a)(vii). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentBMOCM, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Partnership Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, BMOCM shall use its commercially reasonable efforts to sell all of the Units designated in, and subject to the terms of, such Agency Transaction Notice. BMOCM shall not sell any Unit at a price lower than the Floor Price. The Partnership acknowledges and agrees with BMOCM that (x) there can be no assurance that BMOCM will be successful in selling all or any of such Units, (y) BMOCM shall incur no liability or obligation to the Partnership or any other person or entity if it does not sell any Units for any reason other than a failure by BMOCM to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Units as required under this Agreement and (z) BMOCM shall be under no obligation to purchase any Units on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction pursuant to this Agreement and the relevant Terms Agreement). For the purposes of this Agreement, the “gross sales price” of the Units sold under this Section 1(a) shall be equal to the price at which the Partnership’s Common Units are sold by BMOCM under this Section 1(a). (iv) The Partnership, acting through an Authorized Partnership Representative, or BMOCM may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend or terminate an offering of the Units; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Units sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Units shall be sold on more than one Trading Day, then the Partnership and BMOCM shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) BMOCM, as sales agent in an Agency Transaction, shall not make any sales of the Units on behalf of the Partnership, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus (as defined below) in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at the market offering” under Rule 415(a)(4) of the Rules and Regulations and (y) such other sales of the Units on behalf of the Partnership in its capacity as agent of the Partnership as shall be agreed by the Partnership and BMOCM in writing. (vii) The compensation to BMOCM for sales of the Sales Agent for each sale of Placement Shares Units in an Agency Transaction with respect to which the Sales Agent BMOCM acts as sales agent hereunder shall be 3.5up to 2% of the gross offering proceeds of Placement Shares the Units sold pursuant to this Agreement. BMOCM shall provide written confirmation to the Partnership and to the transfer agent for the Common Units, as directed by the Partnership (which may be provided by email to an Authorized Partnership Representative and to such transfer agent), following the close of trading on the Exchange on each Trading Day on which Units are sold in an Agency Transaction under this Agreement, setting forth (i) the number of Units sold on such Trading Day, (ii) the gross offering proceeds received from such sales, (iii) the commission payable by the Partnership to BMOCM with respect to such sales and (iv) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Units in an Agency TransactionTransaction pursuant to this Agreement shall occur on the third Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). The foregoing rate of compensation On each Agency Settlement Date, the Units sold through BMOCM in Agency Transactions for settlement on such date shall not apply when be issued and delivered by the Sales Agent purchases Shares on a principal basis, in which case the Company may sell Shares Partnership to BMOCM against payment by BMOCM to the Sales Agent Partnership of the Net Offering Proceeds from the sale of such Units. Settlement for all such Units shall be effected by free delivery of the Units by the Partnership or its transfer agent to BMOCM’s or its designee’s account (provided that BMOCM shall have given the Partnership written notice of such designee prior to the relevant Agency Settlement Date) at The Depository Trust Company or by such other means of delivery as principal at a price to may be mutually agreed upon by the Company and the Sales Agent at the relevant Point of Sale (as defined below) pursuant parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the applicable Agency Transaction Notice account designated by the Partnership. If the Partnership, or its transfer agent (it being hereby acknowledged and agreed that the Sales Agent if applicable), shall be under no default on its obligation to purchase Shares deliver the Units on a principal basis pursuant any Agency Settlement Date, the Partnership shall (i) hold BMOCM harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Partnership and (ii) pay BMOCM any commission, discount or other compensation to which it would otherwise be entitled absent such default. If BMOCM breaches this Agreement by failing to deliver the Net Offering Proceeds to the Sales Agreement, except as otherwise agreed Partnership on any Agency Settlement Date for the Units delivered by the Sales Agent and Partnership, BMOCM will pay the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, Partnership interest based on the time at which an acquiror of Shares entered into a contract, binding upon effective overnight federal funds rate on such acquiror, unpaid amount less any compensation due to acquire such SharesBMOCM.

Agency Transactions. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Sales Agent Agents agree that the Company may issue and sell through the Sales AgentBMOCM, as sales agent for the Company, the Shares (an "“Agency Transaction"”) as follows: (i) The Company may, from time to time, propose to the Sales Agent BMOCM the terms of an Agency Transaction by means of a telephone call (confirmed promptly by electronic mail (or other method mutually agreed to in writing by the parties) in a form substantially similar to Exhibit A hereto (an "“Agency Transaction Notice"”)) from any of the individuals listed as authorized representatives of the Company on Schedule 1 hereto (each, an "“Authorized Company Representative") and addressed to each of the individuals from the Sales Agent set forth on Schedule 1, as such Schedule 1 may be amended from time to time”), such proposal to include: the maximum number of Shares that the Company wishes to sell in the aggregate pursuant to such Agency Transaction Notice (the "Placement Shares"); the time period and trading day(s) for the Nasdaq Capital NASDAQ Stock Market ("Nasdaq"the “NASDAQ”) (which may not be a day on which the Nasdaq NASDAQ is scheduled to close prior to its regular weekday closing time) on which the Placement Shares are to be sold (each, a "“Trading Day"”); the maximum number of Placement Shares that the Company wishes to sell in the aggregate and on each Trading Day; and the minimum price at which the Company is willing to sell Placement the Shares (the "“Floor Price"”). (ii) If such proposed terms for an Agency Transaction are acceptable to the Sales AgentBMOCM, it shall promptly confirm the terms by countersigning the Agency Transaction Notice for such Agency Transaction and emailing it to an Authorized Company Representative. The Agency Transaction Notice as countersigned by the Sales Agent shall be effective unless and until (i) the entire amount of Placement Shares set forth in the Agency Transaction Notice have been sold, (ii) in accordance with the notice requirements set forth in Section 1(e), the Company or Sales Agent suspends or terminates the Agency Transaction Notice, (iii) the Company issues a subsequent Agency Transaction Notice with parameters superseding those on the earlier dated Agency Transaction Notice, or (iv) this Agreement has been terminated under the provisions of Section 6. It is expressly acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to an Agency Transaction or any Placement Shares unless and until the Sales Agent delivers a countersigned Agency Transaction Notice to the Company, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of an Agency Transaction Notice, the terms of the Agency Transaction Notice will control. (iii) Subject to the terms and conditions hereof, BMOCM shall use its commercially reasonable efforts to sell all of the Shares designated in, and subject to the terms of, such Agency Transaction Notice. BMOCM shall not sell any Share at a price lower than the Floor Price. The Company acknowledges and agrees with BMOCM that (x) there can be no assurance that BMOCM will be successful in selling all or any of such Shares, (y) BMOCM shall incur no liability or obligation to the Company or any other person or entity if it does not sell any Shares for any reason and (z) BMOCM shall be under no obligation to purchase any Shares on a principal basis pursuant to this Agreement (except in the case of a Principal Transaction (as defined below) pursuant to this Agreement and the relevant Terms Agreement (as defined below)). (iv) The Company, acting through an Authorized Company Representative, or BMOCM may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend an offering of the Shares; provided, however, that such suspension shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (v) If the terms of any Agency Transaction as set forth in an Agency Transaction Notice contemplate that the Shares shall be sold on more than one Trading Day, then the Company and BMOCM shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Agency Transaction Notice. (vi) BMOCM, as sales agent in an Agency Transaction, shall not make any sales of the Shares on behalf of the Company, pursuant to this Agreement, other than (x) by means of ordinary brokers’ transactions that qualify for delivery of the Prospectus in accordance with Rule 153 of the Rules and Regulations and meet the definition of an “at-the-market distribution” in National Instrument 44-102 - Shelf Distributions, provided that such transactions are made on an exchange outside Canada, and (y) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and BMOCM in writing. BMOCM shall not engage in any transactions that are intended to stabilize or maintain the market price of the Shares. (vii) The compensation to the Sales Agent Agents for each sale sales of Placement the Shares in an Agency Transaction with respect to which the Sales Agent BMOCM acts as sales agent hereunder shall be 3.5as set forth in the Agency Transaction Notice for such Agency Transaction but shall not exceed 2.0% of the gross offering proceeds of Placement the Shares sold in such Agency Transaction. The foregoing rate CIBC, TD and Cormark shall each be entitled to 10% of the compensation the Agents receive pursuant to any Agency Transaction, with BMOCM entitled to retain 70% of such compensation. BMOCM shall not apply when the Sales Agent purchases Shares on a principal basis, in which case provide written confirmation to the Company (which may sell be provided by email to an Authorized Company Representative) following the close of trading on the NASDAQ on each Trading Day on which Shares are sold in an Agency Transaction under this Agreement, setting forth (w) the number of Shares sold on such Trading Day, (x) the gross offering proceeds received from such sales, (y) the commission payable by the Company to the Sales Agent Agents with respect to such sales and (z) the net offering proceeds (being the gross offering proceeds for such sales less the commission payable for such sales) (the “Net Offering Proceeds”). (viii) Settlement for sales of the Shares in an Agency Transaction pursuant to this Agreement shall occur on the second Trading Day (or such earlier day as principal is industry practice for regular-way trading) following the date on which such sales are made (each such day, an “Agency Settlement Date”). On each Agency Settlement Date, the Shares sold through BMOCM in Agency Transactions for settlement on such date shall be issued and delivered by the Company to BMOCM against payment by BMOCM to the Company of the Net Offering Proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares by the Company or its transfer agent to BMOCM’s or its designee’s account (provided that BMOCM shall have given the Company written notice of such designee prior to the relevant Agency Settlement Date) at a price to The Depository Trust Company or by such other means of delivery as may be mutually agreed upon by the parties hereto, which in all cases shall be freely tradable, transferable, registered shares in good deliverable form, in return for payment in same-day funds delivered to the account designated by the Company. If the Company, or its transfer agent (if applicable), shall default on its obligation to deliver the Shares on any Agency Settlement Date, the Company shall (x) hold the Agents harmless against any loss, claim, damage, or expense (including, without limitation, reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (y) pay the Sales Agent at the relevant Point of Sale Agents any commission, discount or other compensation to which they would otherwise be entitled in accordance with paragraph (as defined belowvii) pursuant to the applicable Agency Transaction Notice (it being hereby acknowledged and agreed that the Sales Agent shall be under no obligation to purchase Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in an Agency Transaction Notice). "Point of Sale" means, for an Agency Transaction, the time at which an acquiror of Shares entered into a contract, binding upon above absent such acquiror, to acquire such Sharesdefault.