Common use of Covenants of the Agents Clause in Contracts

Covenants of the Agents. Each Agent covenants and agrees with the Lead Agent and each other Agent as follows: (a) The Lead Agent has notified each Agent that, other than registering the Securities under the Securities Act, no action has been or will be taken by the Company that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required. Accordingly, each Agent agrees that it will comply in all material respects with all applicable laws, rules and regulations of all jurisdictions and regulatory bodies governing the use and distribution of prospectuses. Each Agent agrees that it will comply in all material respects with all applicable provisions of the Securities Act, provisions of the Rules and Regulations, provisions of the Exchange Act, provisions of the rules and regulations promulgated thereunder and regulations of self-regulatory bodies (including as to investor suitability)) and it will obtain any requisite consent, approval or permission (other than those obtained by the Company pursuant to Section 4(h)) for the purchase, offer or sale by such Agent of Securities under the laws and regulations in force in any such jurisdiction to which it is subject or in which it makes such purchase, offer or sale. None of the Company, the Lead Agent or any other Agent shall have any responsibility for determining what compliance is necessary by any one Agent or for obtaining any consents, approvals or permissions applicable to such one Agent. Each Agent further agrees that it will take no action that will impose any obligations additional to those expressly stated in this Agreement on the Company, the Lead Agent or any other Agents. Subject to the above, each Agent shall, if required by applicable law, furnish to each person to whom it offers, sells or delivers Securities a copy of the Prospectus, as then amended or supplemented, or, unless delivery of the Prospectus is required by applicable law, inform each such person that a copy thereof, as then amended or supplemented, will be made available upon request. Each Agent understands and agrees that it is not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. (b) Each Agent agrees not to stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Exchange Act) in connection with the offering of the Securities without the prior consent of the Lead Agent. (c) Each Agent understands and agrees that nothing contained in this Agreement shall constitute a partnership with the Lead Agent or with the other Agents and the obligations of such Agent and each of the other Agents are several and not joint. Each Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as amended. Each Agent authorizes the Lead Agent, on behalf of such Agent, to execute such evidence of such election as may be required by the United States Internal Revenue Service.

Covenants of the Agents. Each Agent covenants and agrees 3.1 The Agents covenant with the Lead Agent and each other Agent as followsCorporation that they will: (ai) The Lead Agent has notified each Agent thatconduct activities in connection with arranging for the sale of the Special Warrants and in distributing the Underlying Securities in compliance with the Applicable Securities Laws; (ii) not deliver to any prospective Purchaser any document or material that constitutes an offering memorandum under Applicable Securities Laws, other than registering or any document or material without the Securities consent of the Corporation; (iii) not solicit offers to purchase or sell the Special Warrants so as to then require registration or a prospectus filing with respect to the Special Warrants under the Securities Actlaws of any jurisdiction including, no action has been without limitation, the United States of America or will be taken by any state thereof, or the Company that would permit United Kingdom, and not solicit offers to purchase or sell the offer Special Warrants in any jurisdiction outside of Canada and the United States where the solicitation or sale of the Securities Special Warrants would result in any ongoing disclosure requirements in such jurisdiction, any registration requirements in such jurisdiction except for the filing of a notice or possession or distribution report of the Prospectus solicitation or any other offering material relating sale, or where the Corporation may be subject to liability in connection with the Securities in any jurisdiction where action for that purpose is required. Accordingly, each Agent agrees that it will comply in all material respects with all applicable laws, rules and regulations of all jurisdictions and regulatory bodies governing the use and distribution of prospectuses. Each Agent agrees that it will comply in all material respects with all applicable provisions sale of the Securities Act, provisions of the Rules and Regulations, provisions of the Exchange Act, provisions of the rules and regulations promulgated thereunder and regulations of self-regulatory bodies (including as to investor suitability)) and it will obtain any requisite consent, approval or permission (other Special Warrants which is materially more onerous than those obtained by the Company pursuant to Section 4(h)) for the purchase, offer or sale by such Agent of Securities its liability under the laws and regulations in force in any such jurisdiction Applicable Securities Laws to which it is subject as at the date of this Agency Agreement; (iv) obtain from each Purchaser an executed Subscription Agreement in a form reasonably acceptable to the Corporation and to the Agents relating to the transactions herein contemplated, together with all documentation as may be necessary in connection with subscriptions for Special WARRANTS; (v) upon the Corporation obtaining the necessary receipts therefore from the Securities Commissions in the Qualifying Provinces, deliver sufficient quantities of the Final Prospectus (together with any Supplementary Material required to be provided to the Purchasers) to each of the Purchasers and within the time period as required by Applicable Securities Laws; (vi) refrain from advertising the Offering in any medium, including, without limitation, printed public media, radio, television or telecommunications, including electronic display, and not make use of any green sheet or other internal marketing document without the consent of the Corporation; (vii) not make any representations or warranties or make any public announcements or publications with respect to the Corporation, the Special Warrants or the Underlying Securities, other than as set forth in the Preliminary Prospectus, the Final Prospectus, any Supplementary Material, any Subscription Agreement, this Agency Agreement or in which it makes such purchasepublicly available information filed by the Corporation; (viii) not solicit offers from a U.S. Person, offer or sale. None of the Company, the Lead Agent or any other Agent shall have any responsibility except as provided for determining what compliance is necessary by any one Agent or for obtaining any consents, approvals or permissions applicable to such one Agent. Each Agent further agrees that it will take no action that will impose any obligations additional to those expressly stated in this Agreement on Agency Agreement; (ix) not solicit offers to purchase the CompanySpecial Warrants from any U.S. Person that is not an "accredited investor" as defined in Regulation D; (x) provided that they are otherwise satisfied, the Lead Agent or any other Agents. Subject to the abovein their sole discretion, each Agent shall, if required by applicable law, furnish to each person to whom it offers, sells or delivers Securities a copy of the Prospectus, as then amended or supplemented, or, unless delivery of the Prospectus is required by applicable law, inform each such person that a copy thereof, as then amended or supplemented, will be made available upon request. Each Agent understands and agrees that it is not authorized responsible for them to give do so, execute and deliver to the Corporation any information or certificate required to make any representation not contained in the Prospectus or the documents incorporated be executed by reference or specifically referred to therein them under Applicable Securities Laws in connection with the offer Registration Statement, Preliminary Prospectus, Final Prospectus and sale any Supplementary Material; and (xi) subject to restrictions, if any, imposed under Applicable Securities Laws, publish substantive research on the Corporation within 150 days prior to Closing Date, provided that no such research will be published prior to the effectiveness of the SecuritiesRegistration Statement. (b) Each Agent agrees not to stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Exchange Act) in connection with the offering of the Securities without the prior consent of the Lead Agent. (c) Each Agent understands and agrees that nothing contained in this Agreement shall constitute a partnership with the Lead Agent or with the other Agents and the obligations of such Agent and each of the other Agents are several and not joint. Each Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as amended. Each Agent authorizes the Lead Agent, on behalf of such Agent, to execute such evidence of such election as may be required by the United States Internal Revenue Service.

Covenants of the Agents. Each Agent covenants and agrees 3.1 The Agents covenant with the Lead Agent and each other Agent as follows: (a) The Lead Agent has notified each Agent that, other than registering the Securities under the Securities Act, no action has been or will be taken by the Company that would permit they will (and will use their reasonable efforts to cause the offer members of the Selling Group to ensure that they will): (i) conduct activities in connection with arranging for the sale and distribution of the Offered Securities in compliance with the Applicable Securities Laws; (ii) not solicit offers to purchase or sell the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction (other than the Qualifying Provinces or the United States) including the United Kingdom, and not solicit offers to purchase or sell the Offered Securities in any jurisdiction outside of Canada or the United States where the solicitation or sale of the Offered Securities would result in any ongoing disclosure requirements in such jurisdiction, any registration requirements in such jurisdiction except for the filing of a notice or possession or distribution report of the Prospectus solicitation or any other offering material relating sale (including, without limitation, forms required to be filed with the United States Securities and Exchange Commission in any jurisdiction connection with private placement sales), or where action for that purpose is required. Accordingly, each Agent agrees that it will comply the Company may be subject to liability in all material respects connection with all applicable laws, rules and regulations of all jurisdictions and regulatory bodies governing the use and distribution of prospectuses. Each Agent agrees that it will comply in all material respects with all applicable provisions sale of the Offered Securities Act, provisions of the Rules and Regulations, provisions of the Exchange Act, provisions of the rules and regulations promulgated thereunder and regulations of self-regulatory bodies (including as to investor suitability)) and it will obtain any requisite consent, approval or permission (other which is materially more onerous than those obtained by the Company pursuant to Section 4(h)) for the purchase, offer or sale by such Agent of its liability under Applicable Securities under the laws and regulations in force in any such jurisdiction Laws to which it is subject as at the date of this agreement;(iii) refrain from making use of any "green sheet" or other internal marketing document in which it makes such purchase, offer or sale. None respect of the CompanyOffered Securities without the approval of the Company and comply with the notice dated July 7, 1989 issued by the Ontario Securities Commission with respect to the use of "green sheets" and other marketing material during the waiting period under the SECURITIES ACT (Ontario); (iv) use all reasonable efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Securities as soon as practicable and cooperate with the Company in its efforts to market the Offered Securities; (v) notify the Company when, in its opinion, the Lead Agent or any other Agent shall have any responsibility for determining what compliance is necessary by any one Agent or for obtaining any consents, approvals or permissions applicable to such one Agent. Each Agent further agrees that it will take no action that will impose any obligations additional to those expressly stated in this Agreement on Selling Group has ceased distribution of the Company, the Lead Agent or any other Agents. Subject to the above, each Agent shallOffered Securities and, if required by applicable lawfor regulatory compliance purposes, furnish to provide a breakdown of the number of Offered Securities distributed (A) in each person to whom it offersof the Qualifying Provinces and (B) in any other jurisdictions; (vi) not make any representations or warranties in respect of the Company or the Offered Securities other than as set forth in the Final Prospectus and, sells or delivers if applicable, Supplementary Material; and (vii) forthwith upon the Company obtaining the necessary receipts therefor from each of the Securities a Commissions, deliver one copy of the Prospectus, as then amended or supplemented, or, unless delivery Final Prospectus and any Supplementary Material to the prospective Purchasers. 3.2 The Agents agree with the Company that the Agents will sponsor the Company in its efforts to have its securities accepted for listing and posted for trading on the Exchange. 3.3 Each of the Prospectus Agents severally represents to the Company that each is required by applicable law, inform each registered (to sell the Offered Securities) under the Canadian Securities Laws. Each of the Agents severallly covenants with the Company that such person that a copy thereof, as then amended or supplemented, registration will be made available upon request. Each Agent understands and agrees that it is not authorized to give any information or to make any representation not contained in good standing on the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the SecuritiesClosing Date. (b) Each Agent agrees not to stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Exchange Act) in connection with the offering of the Securities without the prior consent of the Lead Agent. (c) Each Agent understands and agrees that nothing contained in this Agreement shall constitute a partnership with the Lead Agent or with the other Agents and the obligations of such Agent and each of the other Agents are several and not joint. Each Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as amended. Each Agent authorizes the Lead Agent, on behalf of such Agent, to execute such evidence of such election as may be required by the United States Internal Revenue Service.

Covenants of the Agents. Each Agent covenants and agrees 3.1 The Agents covenant with the Lead Agent and each other Agent as follows: (a) The Lead Agent has notified each Agent that, other than registering the Securities under the Securities Act, no action has been or will be taken by the Company that would permit they will (and will use their reasonable efforts to cause the offer members of the Selling Group to ensure that they will): (i) conduct activities in connection with arranging for the sale and distribution of the Offered Securities in compliance with the Applicable Securities Laws; (ii) not solicit offers to purchase or sell the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction (other than the Qualifying Provinces or the United States) including the United Kingdom, and not solicit offers to purchase or sell the Offered Securities in any jurisdiction outside of Canada or the United States where the solicitation or sale of the Offered Securities would result in any ongoing disclosure requirements in such jurisdiction, any registration requirements in such jurisdiction except for the filing of a notice or possession or distribution report of the Prospectus solicitation or any other offering material relating sale (including, without limitation, forms required to be filed with the United States Securities and Exchange Commission in any jurisdiction connection with private placement sales), or where action for that purpose is required. Accordingly, each Agent agrees that it will comply the Company may be subject to liability in all material respects connection with all applicable laws, rules and regulations of all jurisdictions and regulatory bodies governing the use and distribution of prospectuses. Each Agent agrees that it will comply in all material respects with all applicable provisions sale of the Offered Securities Act, provisions of the Rules and Regulations, provisions of the Exchange Act, provisions of the rules and regulations promulgated thereunder and regulations of self-regulatory bodies (including as to investor suitability)) and it will obtain any requisite consent, approval or permission (other which is materially more onerous than those obtained by the Company pursuant to Section 4(h)) for the purchase, offer or sale by such Agent of its liability under Applicable Securities under the laws and regulations in force in any such jurisdiction Laws to which it is subject as at the date of this agreement;(iii) refrain from making use of any "green sheet" or other internal marketing document in which it makes such purchase, offer or sale. None respect of the CompanyOffered Securities without the approval of the Company and comply with the notice dated July 7, 1989 issued by the Ontario Securities Commission with respect to the use of "green sheets" and other marketing material during the waiting period under the SECURITIES ACT (Ontario); (iv) use all reasonable efforts to complete and to cause the members of the Selling Group to complete the distribution of the Offered Securities as soon as practicable and cooperate with the Company in its efforts to market the Offered Securities, including apprising the Company on a weekly basis of the level of sales of the Offered Securities; (v) notify the Company when, in its opinion, the Lead Agent or any other Agent shall have any responsibility for determining what compliance is necessary by any one Agent or for obtaining any consents, approvals or permissions applicable to such one Agent. Each Agent further agrees that it will take no action that will impose any obligations additional to those expressly stated in this Agreement on Selling Group has ceased distribution of the Company, the Lead Agent or any other Agents. Subject to the above, each Agent shallOffered Securities and, if required by applicable lawfor regulatory compliance purposes, furnish to provide a breakdown of the number of Offered Securities distributed (A) in each person to whom it offersof the Qualifying Provinces and (B) in any other jurisdictions; (vi) not make any representations or warranties in respect of the Company or the Offered Securities other than as set forth in the Final Prospectus and, sells or delivers if applicable, Supplementary Material; and (vii) forthwith upon the Company obtaining the necessary receipts therefor from each of the Securities a Commissions, deliver one copy of the Prospectus, as then amended or supplemented, or, unless delivery Final Prospectus and any Supplementary Material to the prospective Purchasers. 3.2 The Agents agree with the Company that the Agents will sponsor the Company in its efforts to have its securities accepted for listing and posted for trading on the Exchange and in that regard the Agents covenant to use all commercially reasonable efforts to cause the Company to have at least four hundred (400) round lot shareholders upon completion of the Prospectus is required by applicable law, inform each such person that a copy thereof, as then amended or supplemented, will be made available upon request. Each Agent understands and agrees Offering. 3.3 Porthmeor Securities Inc. represents on its own behalf that it is not authorized registered (to give any information or sell the Offered Securities) only under the Canadian Securities Laws of the Province of Ontario. Octagon Capital Canada Corporation represents on its own behalf that it is registered (to make any representation not contained sell the Offered Securities) only under the Canadian Securities Laws of the Province of Ontario. First Marathon Securities Limited represents on its own behalf that it is registered (to sell the Offered Securities) under the Canadian Securities Laws and that First Marathon (U.S.A.) Inc. is registered (to sell the Offered Securities) only under the U.S. Securities Laws of the State of California and Massachusetts. Each of the Agents severally covenants with the Company that its respective registration (registrations, in the Prospectus or case of First Marathon Securities Limited) will be in good standing on the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the SecuritiesClosing Date. (b) Each Agent agrees not to stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Exchange Act) in connection with the offering of the Securities without the prior consent of the Lead Agent. (c) Each Agent understands and agrees that nothing contained in this Agreement shall constitute a partnership with the Lead Agent or with the other Agents and the obligations of such Agent and each of the other Agents are several and not joint. Each Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as amended. Each Agent authorizes the Lead Agent, on behalf of such Agent, to execute such evidence of such election as may be required by the United States Internal Revenue Service.

Covenants of the Agents. Each Agent covenants and agrees with the Lead Agent and each other Agent as follows: (a) The Lead Agent has notified each Agent that, other than registering the Securities under the Securities Act, no action has been or will be taken by the Company that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required. Accordingly, each Agent agrees that it will comply in all material respects with all applicable laws, rules and regulations of all jurisdictions and regulatory bodies governing the use and distribution of prospectuses. Each Agent agrees that it will comply in all material respects with all applicable provisions of the Securities Act, provisions of the Rules and Regulations, provisions of the Exchange Act, provisions of the rules and regulations promulgated thereunder and regulations of self-regulatory bodies (including as to investor suitability)) and it will obtain any requisite consent, approval or permission (other than those obtained by the Company pursuant to Section 4(h4(i)) for the purchase, offer or sale by such Agent of Securities under the laws and regulations in force in any such jurisdiction to which it is subject or in which it makes such purchase, offer or sale. None of the Company, the Lead Agent or any other Agent shall have any responsibility for determining what compliance is necessary by any one Agent or for obtaining any consents, approvals or permissions applicable to such one Agent. Each Agent further agrees that it will take no action that will impose any obligations additional to those expressly stated in this Agreement on the Company, the Lead Agent or any other Agents. Subject to the above, each Agent shall, if required by applicable law, furnish to each person to whom it offers, sells or delivers Securities a copy of the Prospectus, as then amended or supplemented, or, unless delivery of the Prospectus is required by applicable law, inform each such person that a copy thereof, as then amended or supplemented, will be made available upon request. Each Agent understands and agrees that it is not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the Securities. (b) Each Agent agrees not to stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Exchange Act) in connection with the offering of the Securities without the prior consent of the Lead Agent. (c) Each Agent understands and agrees that nothing contained in this Agreement shall constitute a partnership with the Lead Agent or with the other Agents and the obligations of such Agent and each of the other Agents are several and not joint. Each Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as amended. Each Agent authorizes the Lead Agent, on behalf of such Agent, to execute such evidence of such election as may be required by the United States Internal Revenue Service.

Covenants of the Agents. Each Agent of the Agents hereby severally (and not jointly, nor jointly and severally) covenants and agrees with the Lead Agent and each other Agent as followsagrees: (a) The Lead Agent has notified each Agent that, other than registering the Securities under the Securities Act, no action has been or will be taken by the Company that would permit the offer or sale of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required. Accordingly, each Agent agrees that it will comply in conduct all material respects with all applicable laws, rules and regulations of all jurisdictions and regulatory bodies governing the use and distribution of prospectuses. Each Agent agrees that it will comply in all material respects with all applicable provisions of the Securities Act, provisions of the Rules and Regulations, provisions of the Exchange Act, provisions of the rules and regulations promulgated thereunder and regulations of self-regulatory bodies (including as to investor suitability)) and it will obtain any requisite consent, approval or permission (other than those obtained by the Company pursuant to Section 4(h)) for the purchase, offer or sale by such Agent of Securities under the laws and regulations in force in any such jurisdiction to which it is subject or in which it makes such purchase, offer or sale. None of the Company, the Lead Agent or any other Agent shall have any responsibility for determining what compliance is necessary by any one Agent or for obtaining any consents, approvals or permissions applicable to such one Agent. Each Agent further agrees that it will take no action that will impose any obligations additional to those expressly stated in this Agreement on the Company, the Lead Agent or any other Agents. Subject to the above, each Agent shall, if required by applicable law, furnish to each person to whom it offers, sells or delivers Securities a copy of the Prospectus, as then amended or supplemented, or, unless delivery of the Prospectus is required by applicable law, inform each such person that a copy thereof, as then amended or supplemented, will be made available upon request. Each Agent understands and agrees that it is not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein activities in connection with the offer Offering in compliance with Securities Laws and sale of the Securities.all other laws applicable to such Agent; (b) Each Agent agrees not to stabilize obtain from each Purchaser, a completed and executed Subscription Agreement (including all certifications, forms and other documentation contemplated thereby or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Exchange Act) in connection with the offering of the Securities without the prior consent of the Lead Agent. (c) Each Agent understands and agrees that nothing contained in this Agreement shall constitute a partnership with the Lead Agent or with the other Agents and the obligations of such Agent and each of the other Agents are several and not joint. Each Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as amended. Each Agent authorizes the Lead Agent, on behalf of such Agent, to execute such evidence of such election as may be required by the United States Internal Revenue ServiceSecurities Regulators), as applicable, in a form acceptable to the Company and the Agents; (c) that it shall require any Selling Firm retained by it to agree, for the benefit of the Company, to comply with and shall use commercially reasonable efforts to ensure that such Selling Firm complies with, the same provisions of this Section 6 as apply to the Agents as if such provisions applied to such selling group member; (d) in connection with the Offering, not make any representation or warranty with respect to the Subscription Receipts, other than as set forth in this Agreement or the Subscription Agreement; (e) not to solicit, offer, sell, trade, distribute or otherwise do any act in furtherance of a trade of the Subscription Receipts in such manner as to require registration of the Subscription Receipts or the filing of a prospectus or registration statement under the laws of any jurisdiction, other than the Selling Jurisdiction or to subject the Resulting Issuer to any continuous disclosure or other similar reporting requirements under the laws of any jurisdiction to which it is not currently subject; (f) in respect of each Purchaser identified by it, who has identified as an "accredited investor" under NI 45-106, take commercially reasonable steps to establish that such Purchaser qualifies as an accredited investor in order for the Company to rely upon the prospectus exemptions set forth in section 2.3 of NI 45-106 or section 73.3 of the Securities Act (Ontario) and, if applicable and requested in writing by the Company, obtain and retain all relevant information and documentation to evidence the steps taken to verify compliance with the exemption in accordance with Securities Laws; (g) provide to the Company all necessary information in respect of the Agent and the Purchasers identified by it to allow the Company to file, with the Securities Regulators, if required, reports of the exempt distribution of the Subscription Receipts in accordance with applicable Securities Laws within 10 days following the Closing Date; (h) to comply with the provisions of Schedule "A" to this Agreement; and (i) to execute and deliver to the Company, subject to the terms and conditions of this Agreement, any certificate required to be executed by it under applicable Securities Laws in connection with the Offering provided that such Agent is satisfied, acting reasonably, that it is appropriate to do so.

Covenants of the Agents. Each Agent covenants to Triumph and agrees with the Lead Agent and each other Agent as followsAltitude that: (a) The Lead Agent has notified it will conduct its activities in connection with the proposed offer and sale of the Subscription Receipts and the FT Subscription Receipts in compliance with this Agreement and all applicable Securities Laws and cause a similar covenant to be contained in any agreement entered into with each Agent thatmember of any Selling Group established in connection with the distribution of the Subscription Receipts and the FT Subscription Receipts; (b) it will not solicit subscriptions for Subscription Receipts and the FT Subscription Receipts, trade in the Subscription Receipts and the FT Subscription Receipts or otherwise do any act in furtherance of a trade of the Subscription Receipts and the FT Subscription Receipts outside of the Offering Jurisdictions except in any other than registering jurisdiction in compliance with the applicable laws thereof and provided that the Agents (as applicable) may so solicit, trade or act within such jurisdiction only if such solicitation, trade or act is in compliance with applicable Securities Laws in such jurisdiction and does not: (i) obligate Altitude or Triumph to take any action to qualify or register any of its securities or any trade of any of its securities (including the Securities issued under the Offering) or to file any prospectus or similar document in respect thereof; (ii) obligate Altitude or Triumph to establish or maintain any office or director or officer in such jurisdiction; or (iii) subject Altitude, Triumph or the issuer resulting from the completion of the RTO to any reporting or other requirement in such jurisdiction; (c) it will obtain from each Purchaser an executed Subscription Agreement and all applicable undertakings, questionnaires and other forms required under applicable Securities Act, Laws and supplied to the Agents by Altitude or Triumph for completion in connection with the distribution of the Subscription Receipts and the FT Subscription Receipts; and (d) no action delivery has been or will be taken made by it to any prospective purchaser or Purchaser of any document which, individually or together with any other document, would constitute an “offering memorandum” which is required to be filed with regulatory authorities under the Company that would permit the offer or sale securities laws of the Securities or possession or distribution of the Prospectus or any other offering material relating to the Securities in any jurisdiction where action for that purpose is required. Accordingly, each Agent agrees that it will comply in all material respects with all applicable laws, rules and regulations of all jurisdictions and regulatory bodies governing the use and distribution of prospectuses. Each Agent agrees that it will comply in all material respects with all applicable provisions of the Securities Act, provisions of the Rules and Regulations, provisions of the Exchange Act, provisions of the rules and regulations promulgated thereunder and regulations of self-regulatory bodies (including as to investor suitability)) and it will obtain any requisite consent, approval or permission (other than those obtained by the Company pursuant to Section 4(h)) for the purchase, offer or sale by such Agent of Securities under the laws and regulations in force in any such jurisdiction to which it is subject or in which it makes such purchase, offer or sale. None of the Company, the Lead Agent or any other Agent shall have any responsibility for determining what compliance is necessary by any one Agent or for obtaining any consents, approvals or permissions applicable to such one Agent. Each Agent further agrees that it will take no action that will impose any obligations additional to those expressly stated in this Agreement on the Company, the Lead Agent or any other Agents. Subject to the above, each Agent shall, if required by applicable law, furnish to each person to whom it offers, sells or delivers Securities a copy of the Prospectus, as then amended or supplemented, or, unless delivery of the Prospectus is required by applicable law, inform each such person that a copy thereof, as then amended or supplemented, will be made available upon request. Each Agent understands and agrees that it is not authorized to give any information or to make any representation not contained in the Prospectus or the documents incorporated by reference or specifically referred to therein in connection with the offer and sale of the SecuritiesOffering Jurisdictions. (b) Each Agent agrees not to stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under the Exchange Act) in connection with the offering of the Securities without the prior consent of the Lead Agent. (c) Each Agent understands and agrees that nothing contained in this Agreement shall constitute a partnership with the Lead Agent or with the other Agents and the obligations of such Agent and each of the other Agents are several and not joint. Each Agent elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of the United States Internal Revenue Code of 1986, as amended. Each Agent authorizes the Lead Agent, on behalf of such Agent, to execute such evidence of such election as may be required by the United States Internal Revenue Service.