Common use of Agent’s Representations, Warranties and Covenants Clause in Contracts

Agent’s Representations, Warranties and Covenants. The Agent hereby represents and warrants to, and covenants with the Company that: (a) it is duly qualified and registered to carry on business as a securities dealer in each of the jurisdictions where the sale of the Special Warrants requires such qualification and/or registration in a manner that permits the sale of the Special Warrants on a basis described in paragraph 5(b); (b) it will offer and solicit offers for the purchase of the Special Warrants in compliance with Applicable Laws and only from such persons and in such manner that, pursuant to applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer, sale and solicitation of the Special Warrants under this Offering, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Special Warrants and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created; (c) it will make any offers or sales of Special Warrants in accordance with the terms of this Agreement; (d) it will conduct, and will cause its affiliates and any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale of the Special Warrants in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants; (e) it will obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents (including documents required by the CSE, if any) as may be necessary in connection with subscriptions for Special Warrants to ensure compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants under this Offering; and (f) it will refrain from advertising the Offering in: (i) printed media of general and regular paid circulation; (ii) radio; (iii) television; or (iv) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing without the consent of the Company, such consent to be promptly considered and not to be unreasonably withheld.

Agent’s Representations, Warranties and Covenants. The Agent hereby represents represents, warrants and warrants tocovenants to the Corporation, and acknowledges that the Corporation is relying upon such representations, warranties and covenants in connection with the Company thatOffering, that each of the Agent and the US Affiliate: (a) it is duly qualified has complied and registered to carry on business as a securities dealer will comply with all Applicable Securities Laws in each of connection with the jurisdictions where the sale of the Special Warrants requires such qualification and/or registration in a manner that permits the sale of the Special Warrants on a basis described in paragraph 5(b)Offering; (b) it has not, directly or indirectly, solicited offers to purchase or sell and will offer and not directly or indirectly, solicit offers for to purchase or sell any Subscription Receipts, Offered Common Shares or Option Shares to any person in any jurisdiction in any manner which would require the purchase of Corporation to file a prospectus, offering memorandum or similar document with respect thereto under the Special Warrants in compliance with Applicable Laws and only from such persons and in such manner that, pursuant to applicable Securities Laws and the securities laws of any jurisdiction or register any of its securities or to comply with ongoing filing or disclosure or other jurisdiction applicable similar requirements where it is not already subject to the offer, sale and solicitation of the Special Warrants under this Offering, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Special Warrants and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be createdsuch requirements; (c) it will make any offers use reasonable commercial efforts to obtain from each Purchaser who is purchasing Subscription Receipts, Offered Common Shares or sales of Special Warrants Option Shares on a Closing Date prior to the Closing Time on such Closing Date an executed Subscription Agreement in accordance with the terms of this Agreementappropriate form agreed to by the Corporation and the Agent and all other applicable forms, reports, undertakings and documentation required under the Applicable Securities Laws or required by the Corporation, acting reasonably; (d) it will conduct, is an “accredited investors” as such term is defined in National Instrument 45- 106 – Prospectus and will cause its affiliates and any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale of the Special Warrants in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special WarrantsRegistration Exemptions; (e) has good and sufficient right and authority to enter into this Agreement; is appropriately registered under the Applicable Securities Laws so as to permit it to lawfully sell and distribute the Subscription Receipts, the Offered Common Shares and Option Shares in such of the Offering Jurisdictions where it is offering and selling Subscription Receipts, Offered Common Shares and Option Shares and otherwise fulfill its obligations hereunder; and will obtain from each Purchaser a completed and executed Subscription Agreement, together comply with all Subscription Documents (including documents required by the CSE, if any) as may be necessary Applicable Securities Laws in such jurisdictions in connection with subscriptions for Special Warrants to ensure compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants under this Offering; and; (f) it will refrain (and have refrained) from providing to prospective purchasers an offering memorandum within the meaning of Applicable Securities Laws and from advertising the Offering in: in (iA) printed media of general and regular paid circulation; , (iiB) radio; , (iiiC) television; , or (ivD) telecommunication (including electronic display and the Internet); (g) will ensure that any sub-agents retained by the Agent in connection with the Offering comply with the covenants and not make use of any green sheet or other internal marketing without the consent obligations of the Company, such consent Agent herein; and (h) will use commercially reasonable efforts to satisfy the conditions of Closing set out herein to be promptly considered and not to be unreasonably withheldsatisfied on its part.

Agent’s Representations, Warranties and Covenants. The Agent Agents hereby represents severally represent and warrants to, warrant to and covenants covenant with the Company that: (a) it Corporation that at least one of the Agents is duly qualified and registered to carry on business as a securities dealer dealers in each of the jurisdictions Qualifying Jurisdictions where the sale of the Special Warrants Offered Units requires such qualification and/or registration in a manner that permits the sale of the Special Warrants Offered Units on a basis described in paragraph 5(bsubsection 3(a);. Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with, the Corporation that: (ba) it will shall offer and solicit offers for the purchase of the Special Warrants Offered Units in compliance with Applicable Securities Laws and the provisions of this Agreement and only from such persons and in such manner that, pursuant to applicable Securities Laws and and, subject to the prior consent of the Corporation, not to be unreasonably withheld, delayed or conditioned, the securities laws of any other jurisdiction applicable to the offer, offer and sale and solicitation of the Special Warrants Offered Units under this Offering, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Special Warrants andOffered Units, the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus, the Draft Amended and Restated Final Prospectus and the Amended and Restated Final Prospectus, in the case of any jurisdiction Selling Jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created; (b) it shall not provide to prospective Purchasers any document or other material or information that would constitute an “offering memorandum” within the meaning of Canadian Securities Laws without the prior written consent of the Corporation; (c) upon the Corporation obtaining the Final Receipt pursuant to the Passport System and NI 44-101, it shall deliver one copy of each of the Offering Documents (other than the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus and the Draft Amended and Restated Final Prospectus), as applicable, to each of the Non-President’s List Purchasers; (d) it will make not offer or sell the Offered Securities in any offers or sales of Special Warrants jurisdiction other than the Qualifying Jurisdictions and the United States (unless agreed to by the Corporation) in accordance with the terms of this Agreement; (d) it will conduct, and will cause its affiliates and any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale of the Special Warrants in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrantsincluding Schedule “B” hereto; (e) it will obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents (including documents required by the CSE, if any) as may be necessary in connection with subscriptions for Special Warrants to ensure compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants under this Offering; and (f) it will refrain from advertising the Offering in: in (i) printed media of general and regular paid circulation; (ii) radio; (iii) television; or (iv) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the CompanyCorporation, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned; and (f) it will use its commercially reasonable efforts to complete the distribution of the Offered Units pursuant to the Amended and Restated Final Prospectus as early as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Units and, if required for regulatory compliance purposes, promptly, and in any event, within 25 days after the Closing Date, provide a breakdown of the number of Offered Units distributed and proceeds received (i) in each of the Qualifying Jurisdictions; and (ii) in any other Selling Jurisdiction in which the Offered Units are offered or sold. The Agents acknowledge and agree that the Broker Warrants, Broker Unit Shares, Broker Unit Warrants and Broker Warrant Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Broker Warrants, Broker Unit Shares and Broker Unit Warrants, each Agent represents, warrants, and covenants that it is acquiring such securities as principal for its own account and not for the benefit of any other person. Each Agent represents, warrants, and covenants that (i) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. Each Agent acknowledges and agrees that the Broker Warrants and Broker Unit Warrants may not be exercised for the account or benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act and the applicable securities laws of any state of the United States. Each Agent agrees that it will not offer or sell any Broker Warrants, Broker Unit Shares, Broker Unit Warrants and Broker Warrant Shares in the United States or to U.S. Persons unless in compliance with an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3.

Agent’s Representations, Warranties and Covenants. The Agent Agents hereby severally represent and warrant to, and covenant with the Company that they are duly qualified and registered in the appropriate category to offer and sell the Special Warrants. Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with with, the Company that: (a) it is duly qualified and registered to carry on business as a securities dealer in each of the jurisdictions where the sale of the Special Warrants requires such qualification and/or registration in a manner that permits the sale of the Special Warrants on a basis described in paragraph 5(b); (b) it will shall offer and solicit offers for the purchase of the Special Warrants in compliance with Applicable applicable Securities Laws and only from such persons and in such manner that, pursuant to applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer, sale and solicitation of the Special Warrants under this OfferingLaws, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Special Warrants; (b) it shall not provide to prospective purchasers of Special Warrants and, in any document or other material that would constitute an offering memorandum within the case meaning of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be createdapplicable Securities Laws without the prior written consent of the Company; (c) it will make any offers not offer or sales of sell the Special Warrants in any jurisdiction other than the Selling Jurisdictions in accordance with the terms of this Agreement; (d) it will conduct, and will cause its affiliates and only make any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale offers or sales of the Special Warrants in compliance the United States in accordance with applicable Securities Laws and the United States securities laws and in accordance with Schedule “A” attached hereto (which schedule is incorporated by reference herein and forms part of any other jurisdiction applicable to the offer and sale of the Special Warrantsthis Agreement); (e) it will comply with all applicable Securities Laws in connection with the Offering; (f) it will use its best efforts to obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents documentation (including documents required by the CSETSXV, if any) as may be necessary in connection with subscriptions for Special Warrants Warrants, as applicable, to ensure compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale conditional approval requirements of the Special Warrants under this Offering; andTSXV; (fg) it will refrain from advertising the Offering in: (i) in printed media of general and regular paid circulation; (ii) , radio; (iii) , television; , or (iv) telecommunication (including electronic display and the Internet); and (h) and not make it will use of any green sheet or other internal marketing without its commercially reasonable efforts to complete the consent distribution of the CompanyUnderlying Securities pursuant to the Final Prospectus as early as practicable and the Agents shall advise the Company in writing when, such consent to be promptly considered and not to be unreasonably withheldin the opinion of the Agents, they have completed the distribution of the Underlying Securities.

Agent’s Representations, Warranties and Covenants. The Agent Agents hereby represents severally represent and warrants to, warrant to and covenants covenant with the Company that: (a) it Corporation that at least one of the Agents is duly qualified and registered to carry on business as a securities dealer in each of the jurisdictions Qualifying Jurisdictions where the sale of the Special Warrants Offered Shares requires such qualification and/or registration in a manner that permits the sale of the Special Warrants Offered Shares on a basis described in paragraph 5(bsubsection 3(a);. Each of the Agents hereby severally (on its own behalf and not on behalf of any other Agents) represents and warrants to, and covenants with, the Corporation that: (ba) it will shall offer and solicit offers for the purchase of the Special Warrants Offered Shares in compliance with Applicable Securities Laws and the provisions of this Agreement and only from such persons and in such manner that, pursuant to applicable Applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer, sale and solicitation of the Special Warrants under this OfferingSelling Jurisdiction, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Special Warrants Offered Shares and the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus and the Final Prospectus and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created; (b) upon the Corporation obtaining the necessary receipt or deemed receipt in each of the Qualifying Jurisdictions pursuant to the Passport System and NI 44-101, it shall deliver one copy of the Prospectus to each of the Purchasers; (c) it shall not provide to prospective Purchasers any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws without the prior written consent of the Corporation; (d) it will make not offer or sell the Offered Shares in any offers or sales of Special Warrants jurisdiction other than the Qualifying Jurisdictions (unless subsequently agreed to by the Corporation) and the United States in accordance with the terms of this Agreement; (d) it will conduct, and will cause its affiliates and any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale of the Special Warrants in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants; (e) it will obtain from each Purchaser a completed and executed Subscription Agreement, together make any offers or sales of Offered Shares in the United States in accordance with all Subscription Documents (including documents required by the CSE, if any) as may be necessary in connection with subscriptions for Special Warrants to ensure compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants under this Offering; andSchedule “A”; (f) it will refrain from advertising the Offering in: in (iA) printed media of general and regular paid circulation; , (iiB) radio; , (iiiC) television; , or (ivD) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document without the consent of the CompanyCorporation, such consent to be promptly considered and not to be unreasonably withheld, delayed or conditioned; and (g) it will use its commercially reasonable efforts to complete the distribution of the Offered Shares pursuant to the Final Prospectus as early as practicable and the Agents shall advise the Corporation in writing when, in the opinion of the Agents, they have completed the distribution of the Offered Shares and, if required for regulatory compliance purposes, within 30 days after the initial Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Shares distributed and proceeds received (A) in each of the Qualifying Jurisdictions, and (B) in any other Selling Jurisdiction in which the Offered Shares are offered or sold. It is agreed that no Agent will be liable for any act, omission, default or conduct by any other Agent under the foregoing Section 3.

Agent’s Representations, Warranties and Covenants. The Agent Each of the Agents hereby represents and warrants to, and covenants with the Company that: (a) it is duly qualified and registered to carry on business as a securities dealer in each of the jurisdictions where the sale of the Special Warrants requires such qualification and/or registration in a manner that permits the sale of the Special Warrants on a basis described in paragraph Section 5(b); (b) it will offer and solicit offers for the purchase of the Special Warrants in compliance with Applicable Laws and only from such persons and in such manner that, pursuant to applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer, sale and solicitation of the Special Warrants under this Offering, no prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Special Warrants and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created; (c) it will make any offers or sales of Special Warrants in accordance with the terms of this Agreement; (d) it will conduct, and will cause its affiliates and any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale of the Special Warrants in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants; (e) it will use commercially reasonable efforts to obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents (including documents required by the CSE, if any) as may be necessary in connection with subscriptions for Special Warrants to ensure compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants under this Offering; and (f) it will refrain from advertising the Offering in: (i) printed media of general and regular paid circulation; (ii) radio; (iii) television; or (iv) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing without the consent of the Company, such consent to be promptly considered and not to be unreasonably withheld.

Agent’s Representations, Warranties and Covenants. The Each Agent hereby represents and warrants to, to and covenants with the Company Companies that: (a) it is duly qualified and registered to carry on business as a securities dealer in each of the jurisdictions Qualifying Jurisdictions where the sale of the Special Warrants Subscription Receipts requires such qualification and/or registration in a manner that permits the sale of the Special Warrants Subscription Receipts on a basis described in paragraph Section 5(b) and it will ensure that any Selling Firm will be duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Jurisdictions where the sale of the Subscription Receipts requires such qualification and/or registration in a manner that permits the sale of the Subscription Receipts on a basis described in Section 5(b); (b) it will, and will ensure any Selling Firm will, offer and solicit offers for the purchase of the Special Warrants Subscription Receipts in compliance with Applicable Securities Laws and only from such persons Persons and in such manner that, pursuant to applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer, sale and solicitation of the Special Warrants under this Offering, that no prospectus, registration statement or statement, similar document or Offering Document in any Selling Jurisdiction will need be delivered or filed, other than any prescribed reports of the issue and sale of the Special Warrants Subscription Receipts and, in the case of any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created; (c) it will, and will ensure any Selling Firm will, make any offers or sales of Special Warrants Subscription Receipts in accordance with the terms of this Agreement; (d) it will conduct, conduct and will cause its affiliates affiliates, any Selling Firm and any person Person acting on its behalf to conduct, conduct activities in connection with arranging for the offer and sale of the Special Warrants Subscription Receipts in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special WarrantsLaws; (e) it will obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents (including documents required by the CSE, if any) as may be necessary in connection with subscriptions for Special Warrants Subscription Receipts to ensure compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants under this OfferingLaws; and (f) it will refrain from advertising the Offering in: (i) printed media of general and regular paid circulation; (ii) radio; (iii) television; or (iv) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing without the consent of the Company, such consent to be promptly considered and not to be unreasonably withheld.;