Common use of Agent’s Covenants Clause in Contracts

Agent’s Covenants. Each of the Agents covenants and agrees with the Corporation that it will: (a) conduct its activities in connection with the proposed offer and sale of the Units in compliance with this Agreement and all Applicable Securities Laws and cause each member of the Selling Dealer Group established in connection with the distribution of the Offered Securities to acknowledge its agreement to be bound by the provisions of this Agreement; (b) comply with the applicable United States offering restrictions imposed by the laws of the United States and comply with the offering procedures set forth in Section 29 hereof; (c) not solicit subscriptions for Offered Securities, trade in Units or otherwise do any act in furtherance of a trade of Offered Securities outside of the Selling Jurisdictions except in any other jurisdiction in compliance with the applicable laws thereof, and provided that the Agents may so solicit, trade or act within such jurisdiction only with the express written consent of the Corporation and if such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Offered Securities) in such jurisdiction; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction; (d) obtain from each Purchaser an executed Purchase Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws or requirements of the Exchange and supplied to the Agents by the Corporation for completion in connection with the distribution of the Offered Securities; and (e) not advertise the proposed offering or sale of the Units in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, nor provide or make available to prospective purchasers of Units any document or material which would constitute or require the Corporation to prepare an offering memorandum, registration statement or prospectus as defined under Applicable Securities Laws.

Agent’s Covenants. Each of the Agents The Agent covenants and agrees with the Corporation that it will: (a) conduct its activities in connection with this Agreement and the proposed offer and sale of the Units Convertible Debentures in compliance with this Agreement and all Applicable Securities Laws in the Selling Jurisdictions and cause each member the rules of the Selling Dealer Group established in connection with the distribution Investment Dealers Association of the Offered Securities to acknowledge its agreement to be bound by the provisions of this AgreementCanada; (b) comply with the applicable United States offering restrictions imposed by the laws of the United States and comply with the offering procedures set forth in Section 29 hereof; (c) not solicit subscriptions for Offered SecuritiesConvertible Debentures, trade in Units Convertible Debentures or otherwise do any act in furtherance of a trade of Offered Securities Convertible Debentures outside of the Selling Jurisdictions Jurisdictions, except in any other jurisdiction in compliance with the applicable laws thereofthereof in accordance with the terms and conditions of this Agreement, and provided that obtaining the Agents may so solicit, trade or act within such jurisdiction only with the express prior written consent of the Corporation Corporation, not to be unreasonably withheld; and if provided such solicitation, trade or act is in compliance with applicable securities laws in such jurisdiction and does not: (i) actions do not obligate the Corporation to take any action to qualify or register any of its securities or any trade of in any of its securities (including the distribution of the Offered Securities) in such jurisdiction; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; , or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction;. (dc) obtain from each Purchaser Subscriber an executed Purchase Agreement Subscription Agreement, including all applicable schedules and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws or requirements of the Exchange and supplied to the Agents Agent by the Corporation for completion in connection with the distribution of the Offered Securities; andConvertible Debentures; (ed) not advertise the proposed offering or sale of the Units Convertible Debentures in printed media of general and regular paid circulation, radio, radio or television or telecommunications, including electronic display, nor provide or and not to make available to for prospective purchasers of Units Convertible Debentures any document or material which would constitute or require the Corporation to prepare an offering memorandum, registration statement memorandum or prospectus as defined under Applicable Securities Laws; and (e) file or cause to be filed the financing statements contemplated in Section 6.7 of the Indenture in respect of all Debentures issued pursuant hereto and provide a copy thereof to the Corporation.

Agent’s Covenants. Each of the Agents Agent hereby severally, and neither jointly, nor jointly and severally, covenants and agrees with the Corporation that it will:will (and will use commercially reasonable efforts to cause the Selling Group members to): (ai) conduct its all activities in connection with the proposed offer and sale of the Units Offering in compliance with this Agreement and all Applicable Securities Laws and cause each member all other laws applicable to the Agents (or any Affiliates of the Agents) or the Selling Dealer Group established in connection with the distribution of the Offered Securities to acknowledge its agreement to be bound by the provisions of this Agreementmembers; (bii) comply with obtain from each Purchaser a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or as may be required by applicable securities regulatory authorities) in a form acceptable to the applicable United States offering restrictions imposed by Corporation and the laws of the United States and comply with the offering procedures set forth in Section 29 hereofAgents; (ciii) not solicit subscriptions for Offered Securitiessolicit, trade in Units offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Offered Securities outside of issued pursuant to the Selling Jurisdictions except in any other jurisdiction in compliance with the applicable laws thereof, and provided that the Agents may so solicit, trade or act within such jurisdiction only with the express written consent of the Corporation and if such solicitation, trade or act is in compliance with applicable securities laws Offering in such jurisdiction and does not: (i) obligate the Corporation manner as to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution require registration of the Offered Securities) in such jurisdiction; (ii) obligate Securities issued pursuant to the Corporation to establish Offering or maintain the filing of a prospectus, registration statement or any office similar document under the laws of any jurisdiction or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting continuous disclosure or other requirement in such jurisdiction; (d) obtain from each Purchaser an executed Purchase Agreement and all applicable undertakings, questionnaires and other forms required similar reporting requirements under Applicable Securities Laws or requirements the laws of the Exchange and supplied any jurisdiction to the Agents by the Corporation for completion in connection with the distribution of the Offered Securitieswhich it is not currently subject; and (eiv) not advertise the proposed offering engage in or sale authorize, directly or indirectly, any form of general advertising in connection with or in respect of the Units Offered Securities in any newspaper, magazine, printed media of general and regular paid circulationcirculation or any similar medium, radio, or broadcast over radio or television or telecommunicationsotherwise or conduct any seminar or meeting concerning the offer or sale of the Offered Securities whose attendees have been invited by any general solicitation or general advertising. No Agent will be liable for any act or omission of the other Agent, including electronic displaysuch other Agent’s Affiliates, nor provide U.S. Affiliates or make available to prospective purchasers of Units any document or material which would constitute or require Selling Group member appointed by such other Agent, as the Corporation to prepare an offering memorandum, registration statement or prospectus as defined under Applicable Securities Lawscase may be.

Agent’s Covenants. Each of the Agents The Agent covenants and agrees with the Corporation that it will: (a) conduct its activities in connection with the proposed offer and sale of the Units Debentures in compliance with this Agreement and all Applicable Canadian Securities Laws and cause each member of in the Selling Dealer Group established in connection with the distribution of the Offered Securities to acknowledge its agreement to be bound by the provisions of this AgreementJurisdictions; (b) comply with the applicable United States offering restrictions imposed by the laws of the United States and comply with the offering procedures set forth in Section 29 hereof; (c) not solicit subscriptions for Offered SecuritiesDebentures, trade in Units Debentures or otherwise do any act in furtherance of a trade of Offered Securities Debentures outside of the Selling Jurisdictions except in any other jurisdiction in compliance with the applicable laws thereofJurisdictions, and provided that the Agents Agent may so solicit, trade or act within such jurisdiction only with the express written consent of the Corporation and if such solicitation, trade or act is in compliance with applicable securities laws Applicable Canadian Securities Laws in such jurisdiction and does not: (i) obligate the Corporation to file a prospectus or registration statement or otherwise take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Offered Securities) in such jurisdictionsecurities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction; (dc) obtain from each Purchaser Subscriber an executed Purchase Agreement Subscription Agreement, and all applicable undertakings, questionnaires and other forms required under Applicable Canadian Securities Laws or requirements of the Exchange Selling Jurisdictions and supplied to the Agents Agent by the Corporation for completion in connection with the distribution of the Offered SecuritiesDebentures; and (ed) not not: (i) advertise the proposed offering Offering or sale of the Units Debentures in printed media of general and regular paid circulationcirculation or any similar medium, radio, television or telecommunications, including electronic display, nor ; or (ii) provide or make available to prospective purchasers of Units Debentures any document or material which would constitute or require the Corporation to prepare an offering memorandum, registration statement or prospectus memorandum as defined under Applicable Canadian Securities LawsLaws in the Selling Jurisdictions.

Agent’s Covenants. Each of the Agents The Agent covenants and agrees with the Corporation that it will: (a) conduct its activities in connection with the proposed offer and sale of the Units Offering in compliance with this Agreement and Agreement, all Applicable Securities Laws and cause each member the rules of the Selling Dealer Group established in connection with Investment Industry Regulatory Organization of Canada applicable to the distribution of the Offered Securities to acknowledge its agreement to be bound by the provisions of this AgreementAgent; (b) comply with the applicable United States offering restrictions imposed by the laws of the United States and comply with the offering procedures set forth in Section 29 hereof; (c) not solicit subscriptions for Offered Securitiesthe Units, trade in the Units or otherwise do any act in furtherance of a trade of Offered Securities the Units outside of the applicable Selling Jurisdictions except in any other jurisdiction accordance with this Agreement, the Subscription Agreements and in compliance with the applicable laws thereof, and with the express written consent of the Corporation, and provided that the Agents Agent may so solicit, trade or act within such jurisdiction only with the express written consent of the Corporation and if such solicitation, trade or act is in compliance with applicable securities laws Applicable Securities Laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Offered Securities) in such jurisdictionUnits); (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdictionjurisdiction except for reports of exempt distributions required by such jurisdiction which are substantially similar to a Form 45-106F1; (dc) obtain from each Purchaser an Subscriber a duly completed and executed Purchase Subscription Agreement and all applicable undertakings, questionnaires undertakings and other forms required under Applicable Securities Laws or requirements of and by the Exchange TSXV and supplied to the Agents Agent by the Corporation for completion in connection with the distribution of the Offered Securities; andUnits; (ed) not advertise the proposed offering or sale Offering of the Units in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, nor provide or make available to prospective purchasers of Units any document or material which would constitute or require the Corporation to prepare an offering memorandum, registration statement memorandum or a prospectus as defined under Applicable Securities Laws; and (e) provide to the Corporation all necessary information in respect of the Agent and the Subscribers to allow the Corporation to file, with the Securities Commissions, if required, reports of the trades of the Units in accordance with the Applicable Securities Laws within ten (10) days of the Closing Date.

Agent’s Covenants. Each of the Agents The Agent covenants and agrees with the Corporation that it will: (a) conduct its activities in connection with the proposed offer and sale of the Units Offered Securities in compliance with this Agreement and all Applicable Securities Laws and cause each member of in the Selling Dealer Group established in connection with the distribution of the Offered Securities to acknowledge its agreement to be bound by the provisions of this AgreementJurisdictions; (b) comply with the applicable United States offering restrictions imposed by the laws of the United States and comply with the offering procedures set forth in Section 29 hereof; (c) not solicit subscriptions for Offered Securities, trade in Units Offered Securities or otherwise do any act in furtherance of a trade of Offered Securities outside of the Selling Jurisdictions except in any other jurisdiction in compliance with the applicable laws thereofJurisdictions, and provided that the Agents Agent may so solicit, trade or act within such jurisdiction only with the express written consent of the Corporation and if such solicitation, trade or act is in compliance with applicable securities laws Applicable Securities Laws in such jurisdiction and does not: (i) obligate the Corporation to file a prospectus or registration statement or otherwise take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Offered Securities) in such jurisdictionsecurities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction; (dc) obtain from each Purchaser Subscriber an executed Purchase Agreement Subscription Agreement, and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws or requirements of the Exchange Selling Jurisdictions and supplied to the Agents Agent by the Corporation for completion in connection with the distribution of the Offered Securities; and (ed) not not: (i) advertise the proposed offering Offering or sale of the Units Offered Securities in printed media of general and regular paid circulationcirculation or any similar medium, radio, television or telecommunications, including electronic display, nor ; or (ii) provide or make available to prospective purchasers of Units Offered Securities any document or material which would constitute or require the Corporation to prepare an offering memorandum, registration statement or prospectus memorandum as defined under Applicable Securities LawsLaws in the Selling Jurisdictions.

Agent’s Covenants. Each of the Agents 5.1 The Agent covenants and agrees with the Corporation that it will: (a) offer the Units for sale on behalf of the Corporation only to Subscribers who are eligible to purchase such Units under the private placement exemptions available under Applicable Securities Laws or such other exemptions as may be available under Applicable Securities Laws, if any; (b) conduct its activities in connection with the proposed offer and sale of the Units in compliance with this Agreement and all Applicable Securities Laws in the Selling Jurisdictions and cause each member of the a similar covenant to be contained in any written agreement entered into with any Selling Dealer Group established in connection with the distribution of the Offered Securities to acknowledge its agreement to be bound by the provisions of this Agreement; (b) comply with the applicable United States offering restrictions imposed by the laws of the United States and comply with the offering procedures set forth in Section 29 hereofUnits; (c) not directly or indirectly solicit subscriptions for Offered SecuritiesUnits, trade in Units or otherwise do any act in furtherance of a trade of Offered Securities Units outside of the Selling Jurisdictions except in any other jurisdiction in compliance with as the applicable laws thereof, Agent and the Corporation may mutually agree and provided that the Agents Agent may so solicit, trade or act within such jurisdiction only with the express written consent of the Corporation and if such solicitation, trade or act is in compliance with applicable securities laws Applicable Securities Laws in such jurisdiction and does not: (i) obligate the Corporation to take any action to qualify or register any of its securities or any trade of any of its securities (including the distribution of the Offered Securities) in such jurisdictionsecurities; (ii) obligate the Corporation to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction; (d) obtain from each Purchaser Subscriber an executed Purchase Subscription Agreement and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws or requirements of the Exchange and supplied to the Agents Agent by the Corporation for completion in connection with the distribution offer and sale of the Offered SecuritiesUnits; and (e) not advertise the proposed offering or sale of the Units in printed media of general and regular paid circulation, radio, television radio or telecommunications, including electronic display, nor provide or make available to prospective purchasers of Units any document or material which would constitute or require the Corporation to prepare an offering memorandum, registration statement or prospectus as defined under Applicable Securities Lawstelevision.