Common use of Conditions of Purchase Clause in Contracts

Conditions of Purchase. In connection with your purchase of the Purchased Securities, the following documents are attached hereto, which you are requested to complete and sign as indicated and return, together with an executed copy of this Agreement, as soon as possible and, in any event, no later than 5:00 p.m. (Toronto time) on February 21, 2018: (a) An executed copy of this Agreement; (b) Schedule A, an information sheet, and, to the extent required, Appendix A to Schedule A, being Form 4C in the form required by the Stock Exchange; (c) Schedule B, with respect to registration and delivery instructions; and (d) Schedule C (Accredited Investor Certificate), including Appendix “A” and Appendix “B”, if the Subscriber is an individual purchaser relying on (j), (k) or (l) in Appendix “A”; and (e) If applicable, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser). The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions that: (a) you execute and return all documents required by the applicable Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A to D attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to the Subscriber will not be qualified by a prospectus or registration statement; (b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (d) all necessary regulatory approvals being obtained prior to the Closing Date. By returning this Agreement you consent, and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities for your own account and you are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereof) must execute all documents required by the applicable Securities Laws and the policies of the Stock Exchange with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of and the resale restrictions applicable to the Purchased Securities. You acknowledge, and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion.

Conditions of Purchase. In connection with your purchase of the Purchased Securities, the following documents are attached hereto, hereto which you are requested to complete and sign as indicated and return, return together with an executed copy of this Agreement, Agreement and payment of the Purchase Price for the Purchased Securities in accordance with this section 2 as soon as possible and, and in any event, event no later than 5:00 p.m. 10:00 a.m. (Toronto time) on February 21, 20182006: (a) An executed copy of this Agreement; (b) Schedule A, an information sheet, and, to the extent required, Appendix A to Schedule A, being Form 4C in the form required by the Stock Exchange; (c) Schedule “B”, with respect to registration and delivery instructions; and; (db) if you are a resident of, or are otherwise subject to the Securities Laws of, the Province of British Columbia, Alberta or Ontario, Schedule C (Accredited Investor Certificate), including Appendix “A” and Appendix “BC”, if the Subscriber is an individual purchaser relying on (j), (k) or (l) in Appendix “A”; andbeing your Canadian certification; (ec) If applicableif you are a resident of, or are otherwise subject to the Securities Laws of a jurisdiction outside of North America, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser)“D”, being your “offshore investor” certification. The obligation of the Corporation to sell the Purchased Securities to the Subscriber you is subject to, among other things, the conditions thatfollowing conditions: (a) you execute and return all documents required by the applicable Securities Laws and the policies of the Stock Exchange Offering Jurisdictions for delivery on your behalf, including the forms set out in Schedules A “B” to D “D” attached hereto, as applicable, to to: Xxxxx, Xxxxx & Company Limited 000 Xxxxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Attention: Xxxxxx Xxxxx Fax: (000) 000-0000 (b) unless other arrangements with the Corporation as Agent have been made, receipt of payment by the sale Subscriber of the Purchase Price for the Purchased Securities by the Corporation cheque, bank draft or money order in U.S. dollars payable to the Subscriber will not be qualified by Xxxxx, Xxxxx & Company Limited or a prospectus or registration statementwire transfer in U.S. dollars to Xxxxx, Xxxxx & Company Limited; (bc) the representations and warranties (including the representations and warranties made in any schedule attached hereto, as applicable) made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable)hereunder, herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (cd) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (de) all necessary regulatory approvals being and other closing conditions shall have been obtained or satisfied (or waived, if applicable) prior to the Closing Date. By returning this Agreement you consent, and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, consent to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws and the policies of the Stock ExchangeOffering Jurisdictions . If you are not subscribing for the Purchased Securities for your own account and you are not a trust company, trust corporation trustee or portfolio manager deemed to be purchasing as principal under NI 45-106trustee or agent for accounts which are fully managed by you, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal for its own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereofpurchaser) must execute all documents required by the applicable Securities Laws and the policies of the Stock Exchange Offering Jurisdictions with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws and with the policies of the Stock Exchange Offering Jurisdictions concerning the purchase of, the holding of of, and the resale restrictions applicable to to, the Purchased Securities. You acknowledge, and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, acknowledge that the Corporation and/or the Agent has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion.

Conditions of Purchase. In connection with your purchase of the Purchased Securities, the following documents are attached hereto, hereto which you are requested to complete and sign as indicated and return, return together with an executed copy of this Agreement, Agreement as soon as possible and, to DSA on behalf of the Corporation and in any event, event no later than 5:00 1:00 p.m. (Toronto time) on February 21September 9, 20182011: (a) An executed copy of this Agreement; (b) Schedule A, an information sheet, sheet and, to the extent required, Appendix A to Schedule A, being Form 4C in the form required by the Stock Exchange; (cb) Schedule B, with respect to registration and delivery instructions; and (dc) Schedule C if you are, or, if applicable, the beneficial purchaser for whom you are contracting hereunder is, a resident of, or otherwise subject to the Securities Laws of, a jurisdiction of Canada (Accredited Investor Certificateand subscribing for less than Cdn$150,000 of Units), including Appendix Schedule C, being, among other things, the applicable “Aaccredited investor” and Appendix “B”certificate, if the Subscriber is an individual purchaser relying on (j), (kunless paragraph 4B(b) or (l) in Appendix “A”; and (e) If applicable, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser)applies. The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions that: (a) you execute and return all documents required by the applicable Securities Laws of the applicable Offering Jurisdiction and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A B to D C attached hereto, as applicable, to DSA on behalf of the Corporation as the sale of the Purchased Securities by the Corporation to the Subscriber will not be qualified by a prospectus or registration statement; (b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; (d) on or prior to the Closing Date, receipt by DSA on behalf of the Corporation of subscriptions for the Offered Securities in an aggregate amount of at least Cdn$500,000 together with such bank drafts, certified cheques or other forms of immediately available funds for such subscriptions payable to the Corporation (the “Minimum Subscription”); and (d) all necessary regulatory approvals including acceptance of the Offering by the Stock Exchange being obtained prior to the Closing Date. By returning this Agreement you consent, consent and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities as principal for your own account and you are not an accredited investor that is a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal, must be disclosed on the execution page hereof as the principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereofpurchaser) must execute all documents required by the applicable Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws of the Offering Jurisdictions and with the policies of the Stock Exchange concerning the purchase of, the holding of of, and the resale restrictions applicable to to, the Purchased Securities. You acknowledge, acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription subscription, in whole or in part, in its sole discretion. In the event that the Minimum Subscription has not been met by the Outside Date or the Corporation determines that the Minimum Subscription will not be met by the Outside Date, this Agreement shall terminate and the certified cheque, bank draft or other form of immediately available funds shall, where applicable, be returned to the Subscriber within five Business Days of the earlier to occur of the Outside Date or the date on which the Corporation determines that the Minimum Subscription will not be met by the Outside Date.

Conditions of Purchase. In connection with your purchase of the Purchased SecuritiesCommon Shares, the following documents are attached hereto, which you are requested to complete and sign as indicated and return, together with an executed copy of this Agreement, as soon as possible and, in any event, no later than 5:00 p.m. (Toronto time) on February 21_____________, 20182019: (a) An executed copy of this Agreement; (b) Schedule A, an information sheet, and, to the extent required, Appendix A “A” to Schedule A, being Form 4C in the form required by the Stock Exchange; (c) Schedule B, with respect to registration and delivery instructions; and (d) Schedule C (Accredited Investor Certificate), including Appendix “A” and Appendix “B”, if the Subscriber is an individual purchaser relying on (j), (k) or (l) in Appendix “A”; and (e) If applicable, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser). The obligation of the Corporation to sell the Purchased Securities Common Shares to the Subscriber is subject to, among other things, the conditions that: (a) you execute and return all documents required by the applicable Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A to D attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities Common Shares by the Corporation to the Subscriber will not be qualified by a prospectus or registration statement; (b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (d) all necessary regulatory approvals being obtained prior to the Closing Date. By returning this Agreement you consent, and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities Common Shares for your own account and you are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities Common Shares as principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereof) must execute all documents required by the applicable Securities Laws and the policies of the Stock Exchange with respect to the Purchased Securities Common Shares being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of and the resale restrictions applicable to the Purchased SecuritiesCommon Shares. You acknowledge, and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion.

Conditions of Purchase. In connection with your purchase of the Purchased SecuritiesCommon Shares, the following documents are attached hereto, which you are requested to complete and sign as indicated and return, together with an executed copy of this Agreement, as soon as possible and, in any event, no later than 5:00 p.m. (Toronto time) on February 21September 25, 20182019: (a) An executed copy of this Agreement; (b) Schedule A, an information sheet, and, to the extent required, Appendix A “A” to Schedule A, being Form 4C in the form required by the Stock Exchange; (c) Schedule B, with respect to registration and delivery instructions; and (d) Schedule C (Accredited Investor Certificate), including Appendix “A” and Appendix “B”, if the Subscriber is an individual purchaser relying on (j), (k) or (l) in Appendix “A”; and (e) If applicable, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser). The obligation of the Corporation to sell the Purchased Securities Common Shares to the Subscriber is subject to, among other things, the conditions that: (a) you execute and return all documents required by the applicable Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A to D attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities Common Shares by the Corporation to the Subscriber will not be qualified by a prospectus or registration statement; (b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (d) all necessary regulatory approvals being obtained prior to the Closing Date. By returning this Agreement you consent, and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities Common Shares for your own account and you are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities Common Shares as principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereof) must execute all documents required by the applicable Securities Laws and the policies of the Stock Exchange with respect to the Purchased Securities Common Shares being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of and the resale restrictions applicable to the Purchased SecuritiesCommon Shares. You acknowledge, and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion.

Conditions of Purchase. In connection with your purchase of the Purchased Securities, the following documents are attached hereto, hereto which you are requested to complete and sign as indicated and return, return together with an executed copy of this Agreement, Agreement and payment of the Purchase Price for the Purchased Securities in accordance with this section 2 as soon as possible and, and in any event, event no later than 5:00 p.m. 10:00 a.m. (Toronto time) on February 21June 14, 20182007: (a) An executed copy of this Agreement; (b) Schedule A, an information sheet, and, to the extent required, Appendix A to Schedule A, being Form 4C in the form required by the Stock Exchange; (c) Schedule “B”, with respect to registration and delivery instructions; and (db) if you are, or if applicable, the beneficial purchaser for whom you are contracting hereunder is, a resident of, or otherwise subject to the Securities Laws of (i) a province or territory of Canada, Schedule C (Accredited Investor Certificate), including Appendix “A” and Appendix “BC”, if the Subscriber is an individual purchaser relying on (j)being, (k) or (l) in Appendix among other things, your Canadian “A”accredited investor” certification, as applicable; andor (eii) If applicablea jurisdiction outside of North America, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser)“D”, being your “offshore investor” certification. The obligation of the Corporation to sell the Purchased Securities to the Subscriber you is subject to, among other things, the conditions thatfollowing conditions: (a) you execute and return all documents required by the applicable Securities Laws of the Offering Jurisdictions and the policies rules and regulations of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A “B” to D “D” attached hereto, as applicable, to to: Primary Capital Inc. 100 Xxxx Xxxxxx Xxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Bxxxx Xxxxxx Facsimile: (000) 000-0000 (b) unless other arrangements have been made with the Corporation as Agents, you make payment of the sale of Purchase Price for the Purchased Securities by certified cheque, bank draft, money order or wire transfer (in accordance with the Corporation wire transfer instructions contained in Schedule “E” hereto) in United States dollars payable to the Subscriber will not be qualified by a prospectus or registration statement“Cxxxxxx Xxxxx & Bxxxxxxxx LLP in Trust”; (bc) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (cd) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (de) all necessary regulatory approvals being and other closing conditions shall have been obtained or satisfied (or waived, if applicable) prior to the Closing Date. By returning this Subscription Agreement you consent, consent and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Subscription Agreement required by the applicable Securities Laws of the Offering Jurisdictions and the policies rules and requirements of the Stock Exchange. If you are not subscribing for the Purchased Securities for your own account and you are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereof) must execute all documents required by the applicable Securities Laws of the Offering Jurisdictions and the policies rules and regulations of the Stock Exchange with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Subscription Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws of the Offering Jurisdictions and with the policies rules and regulations of the Stock Exchange concerning the purchase of, the holding of of, and the resale restrictions applicable to to, the Purchased Securities. You acknowledge, and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion.

Conditions of Purchase. In connection with your purchase of the Purchased SecuritiesCommon Shares, the following documents are attached hereto, which you are requested to complete and sign as indicated and return, together with an executed copy of this Agreement, as soon as possible and, in any event, no later than 5:00 p.m. (Toronto time) on February 21August 1, 20182019: (a) An executed copy of this Agreement; (b) Schedule A, an information sheet, and, to the extent required, Appendix A “A” to Schedule A, being Form 4C in the form required by the Stock Exchange; (c) Schedule B, with respect to registration and delivery instructions; and (d) Schedule C (Accredited Investor Certificate), including Appendix “A” and Appendix “B”, if the Subscriber is an individual purchaser relying on (j), (k) or (l) in Appendix “A”; and (e) If applicable, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser). The obligation of the Corporation to sell the Purchased Securities Common Shares to the Subscriber is subject to, among other things, the conditions that: (a) you execute and return all documents required by the applicable Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A to D attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities Common Shares by the Corporation to the Subscriber will not be qualified by a prospectus or registration statement; (b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (d) all necessary regulatory approvals being obtained prior to the Closing Date. By returning this Agreement you consent, and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities Common Shares for your own account and you are not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities Common Shares as principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereof) must execute all documents required by the applicable Securities Laws and the policies of the Stock Exchange with respect to the Purchased Securities Common Shares being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws and with the policies of the Stock Exchange concerning the purchase of, the holding of and the resale restrictions applicable to the Purchased SecuritiesCommon Shares. You acknowledge, and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretion.

Conditions of Purchase. In connection with your purchase of the Purchased Securities, the following documents are attached hereto, enclosed herewith which you are requested to complete and complete, sign as indicated and return, return together with an executed copy of this Agreement, Agreement as soon as possible and, and in any event, event no later than 5:00 1:00 p.m. (Toronto time) on February 2122, 2018:2007. (a) An executed copy of this Agreement; (b) Schedule Aschedule B, an information sheet, sheet and, to the extent required, Appendix appendix A to Schedule Aschedule B, being Form 4C 4C, in the form required by the Stock Exchange; (cb) Schedule Bschedule C, with respect to registration and delivery instructions; and; (dc) Schedule C (Accredited Investor Certificate)if you are, including Appendix “A” and Appendix “B”or, if the Subscriber is an individual purchaser relying on (j), (k) or (l) in Appendix “A”; and (e) If applicable, Schedule D attached the beneficial purchaser for whom you are contracting hereunder is, a resident of, or otherwise subject to the Subscription Agreement (Certification Securities Laws of U.S. Purchaser)an Offering Jurisdiction, schedule D, being, among other things, your "accredited investor" certification if you are purchasing under the accredited investor prospectus exemption. The You acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions that: (a) you execute have properly completed, executed and return delivered within applicable time periods all documents required by the applicable Securities Laws and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A schedules B to D attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to the Subscriber will not be qualified by a prospectus or registration statementprospectus; (b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable)hereunder, herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (d) all necessary regulatory approvals being have been obtained prior to the Closing Date. By returning this Agreement you consent, consent and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities for your own account and you are not a trust company, trust corporation trustee or portfolio manager deemed to be purchasing as principal under NI 45-106trustee or agent, respectively, for accounts which are fully managed by you, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal for its own account and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereofpurchaser) must execute all documents required by the applicable Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws of the Offering Jurisdictions and with the policies of the Stock Exchange concerning the purchase of, the holding of of, and the resale restrictions applicable to to, the Purchased Securities. You acknowledge, acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription in its sole discretiondiscretion and that the Corporation is relying on the representations, warranties and covenants contained herein and in the applicable schedules attached hereto to determine the eligibility of you or, if applicable, any beneficial purchaser for whom you are contracting hereunder, to subscribe for the Purchased Securities under applicable Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange.

Conditions of Purchase. In connection with your purchase of the Purchased Securities, the following documents are attached hereto, hereto which you are requested to complete and sign as indicated and return, return together with an executed copy of this Agreement, Agreement as soon as possible and, and in any event, event no later than 5:00 1:00 p.m. (Toronto time) on February 21May 28, 20182010: (a) An executed copy of this Agreement; (b) Schedule AB, an information sheet, sheet and, to the extent required, Appendix A to Schedule AB, being Form 4C in the form required by the Stock Exchange; (cb) Schedule BC, with respect to registration and delivery instructions; and (dc) Schedule C if you are, or, if applicable, the beneficial purchaser for whom you are contracting hereunder is, a resident of, or otherwise subject to the Securities Laws of, a jurisdiction of Canada (Accredited Investor Certificateand subscribing for less than $150,000 of Units), including Appendix Schedule D, being, among other things, the applicable “Aaccredited investor” and Appendix “B”certificate, if the Subscriber is an individual purchaser relying on (j), (kunless paragraph 4B(b) or (l) in Appendix “A”; and (e) If applicable, Schedule D attached to the Subscription Agreement (Certification of U.S. Purchaser)applies. The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among other things, the conditions that: (a) you execute and return all documents required by the applicable Securities Laws of the applicable Offering Jurisdiction and the policies of the Stock Exchange for delivery on your behalf, including the forms set out in Schedules A B to D attached hereto, as applicable, to the Corporation as the sale of the Purchased Securities by the Corporation to the Subscriber will not be qualified by a prospectus or registration statement; (b) the representations and warranties made by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder (including representations and warranties made in any schedule attached hereto, as applicable), herein are true and correct when made and are true and correct on the Closing Date with the same force and effect as if they had been made on and as of such date; (c) all covenants, agreements and conditions contained in this Agreement to be performed by you and, if applicable, any beneficial purchaser for whom you are contracting hereunder, on or prior to the Closing Date shall have been performed or complied with in all material respects; and (d) all necessary regulatory approvals being obtained prior to the Closing Date. By returning this Agreement you consent, consent and, if applicable, any beneficial purchaser for whom you are contracting hereunder consents, to the filing by the Corporation of all documents and personal information concerning the Subscriber provided in this Agreement required by the applicable Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange. If you are not subscribing for the Purchased Securities as principal for your own account and you are not an accredited investor that is a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under NI 45-106, each beneficial purchaser for whom you are contracting hereunder must be purchasing the Purchased Securities as principal principal, be disclosed on the execution page hereof as the Principal and (unless you are an authorized agent with power to sign on behalf of the beneficial purchaser and such beneficial purchaser is disclosed on the second execution page hereofpurchaser) must execute all documents required by the applicable Securities Laws of the Offering Jurisdictions and the policies of the Stock Exchange with respect to the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant that you have authority to bind the Subscriber. You agree, and you agree to cause any beneficial purchaser for whom you are contracting hereunder, to comply with all applicable Securities Laws of the Offering Jurisdictions and with the policies of the Stock Exchange concerning the purchase of, the holding of of, and the resale restrictions applicable to to, the Purchased Securities. You acknowledge, acknowledge and, if applicable, any beneficial purchaser for whom you are contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at any time without notice and to accept or reject any subscription subscription, in whole or in part, in its sole discretion.