Common use of Covenants of the Corporation Clause in Contracts

Covenants of the Corporation. The Corporation hereby covenants to the Underwriter that the Corporation: (a) shall advise the Underwriter, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Securities Regulators, of any order suspending or preventing the use of the Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; and (ii) the receipt of any material communication from any Securities Regulators or other authority relating to the Prospectus or the Offering; (d) shall use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i) above and, if issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicable; (e) shall use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Underwriter Agent, and acknowledges that the CorporationAgent relying on such covenants in entering into this Agreement, that the Corporation shall: (a) shall promptly provide to the Agent copies of any filings made by the Corporation or the Subsidiaries of information relating to the Offering with any Securities Commissions or any regulatory body in Canada or any other jurisdiction; (b) promptly provide to the Agent drafts of any press releases and other public documents of the Corporation relating to the Offering for review by the Agent prior to issuance, and give the Agent a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws; (c) advise the UnderwriterAgent, promptly after receiving notice or obtaining knowledge thereof, of the time when the Preliminary Prospectus, Final Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: : (i) the issuance by any Canadian Securities Regulators, Commission or similar regulatory authority of any order suspending or preventing the use of any Offering Document; (ii) the Prospectus suspension of the qualification of the Units in any of the Applicable Canadian Offering Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; (iv) any requests made by any Canadian Securities Commission or similar regulatory authority for information amending or supplementing any of the Offering Documents or for additional information; (v) the receipt by the Corporation of any material communication, whether written or oral, from any Canadian Securities Commission or similar regulatory authority or any cease trading or stop order or any halt in trading stock exchange, relating to the Common Shares distribution of the Units; (vi) the receipt by the Corporation of any material communication, whether written or oral, from any Canadian Securities Commission, the TSXV, the TSX or any other competent authority, relating to the Offering or any Offering Document; (vii) any notice for other correspondence received by the Corporation from any Governmental Authority and any requests from such bodies for information, a meeting or a hearing relating to the Corporation, the Offering, the issue and sale of the Units or any other event or state of affairs that could, individually, or in the aggregate, have a Material Adverse Effect; or (viii) the issuance by any Canadian Securities Commission, the TSXV, the TSX or any other competent authority, including any other Governmental Authority, of any order to cease or suspend trading or distribution of any securities of the Corporation or of the institution, threat of institution or threat of any proceedings for that purpose; and (ii) the receipt purpose or any notice of investigation that could potentially result in an order to cease or suspect trading or distribution of any material communication from any Securities Regulators or other authority relating to securities of the Prospectus or the Offering; (d) shall Corporation, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i(i) and (viii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as quickly as possible; (d) comply with Sections 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other applicable Canadian Securities Laws. The Corporation will promptly prepare and file with the Canadian Securities Commissions any Supplementary Material which in the opinion of the Agent and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to distribute the Units. If the Corporation and the Agent in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Sections 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Agent any Supplementary Material which, in the opinion of the Agent, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material, the Agent shall, as soon as is reasonably practicablepossible, send such Supplementary Material to the Purchasers; (e) in addition to the provisions of Section 7(a) – Section 7(d) hereof, the Corporation shall, in good faith discuss with the Agent any circumstance, change, event or fact contemplated in Section 7(a) – Section 7(d) hereof which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agent under Section 7(a) – Section 7(d) hereof and shall consult with the Agent with respect to the form and content of any Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such Supplementary Material shall be filed with any Canadian Securities Commission prior to the review and approval thereof by the Agent, acting reasonably; (f) deliver to the Agent prior to the filing of the Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (g) advise the Agent, promptly, of the time when the Prospectus and any Supplementary Material has been filed and will provide evidence reasonably satisfactory to the Agent of each such filing; (h) prior to filing the Prospectus, file or cause to be filed with the TSXV all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Offered Shares and Warrant Shares to be listed on the TSXV, as applicable; (i) until the date that is two years following the Closing Date, use its commercially reasonable efforts to remain a corporation validly subsisting under the laws under which it is currently subsisting, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction, provided that the Corporation shall not be required to comply with the terms of this Section 7(i) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “public company” (within the meaning of the Business Corporations Act (British Columbia)); (j) other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction or following a sale of all or substantially all of the assets of the Corporation, until the date that is twenty-four months following the Closing Date, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Applicable Canadian Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the such Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (fk) shall other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction or following a sale of all or substantially all of the assets of the Corporation, until the date that is twenty-four months following the Closing Date, use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges TSXV, the TSX or such other another recognized stock exchange or quotation system as in Canada; (l) fulfil or cause to be fulfilled, at or prior to the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, Closing Time each of the conditions required to be fulfilled by it set out in Section 9 hereof; (m) duly execute and deliver the Transaction Documents (other than the Warrant Certificates, if any) at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (n) fulfill all legal requirements to permit the creation and issuance of the Offered Shares and Warrants comprising the Units at the Closing Time, as contemplated by the Transaction Documents, and file or cause to be filed all forms, notices, documents, applications, undertakings or certificates required to be filed by the Corporation in connection with the Offering so that the distribution of such securities may lawfully occur without the necessity of filing a business combination prospectus in Canada or a registration statement with the SEC or similar transaction where document in any other jurisdiction; (o) ensure that the Warrants shall be validly created and shall have attributes corresponding in all material respects to the outstanding securities description thereof set forth in this Agreement, the Warrant Indenture, and the Warrant Certificates (if any); (p) ensure that, at the Closing Time, the Warrant Shares have been duly authorized and validly allotted and reserved for issuance by the Corporation and shall, upon issuance in accordance with terms of the Warrant Indenture, be outstanding as fully paid and non- assessable shares in the capital of the Corporation; (q) ensure that, at the applicable Closing Time, the Corporation have been exchanged for cash or the securities of another issuer which is a “reporting issuer issuer” under any Applicable Canadian Securities Laws in good standing in each of the Reporting Jurisdictions; (r) file the Marketing Documents (if any) with the applicable Canadian Securities Commissions within the time period prescribed by applicable Securities Laws; (gs) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner specified in the Prospectus Supplement; (t) during the 90 day period immediately following the Closing Date, not to directly or indirectly issue any Common Shares or equity securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement under which the Corporation acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, without prior written consent from Agent, which consent will not be unreasonably withheld; provided that nothing herein shall prevent or restrict the Corporation from issuing or agreeing to issue any of its Common Shares or securities or other financial instruments convertible into or having the right to acquire its Common Shares: (i) pursuant to the Over- Allotment Option; (ii) as consideration in connection with an acquisition of assets or of a business or entity, a consolidation, merger, combination or plan of arrangement, or a transaction or series of transactions entered into in response to an unsolicited bid by a third party to engage in any of the foregoing transactions; (iii) under any of the Corporation’s equity-based compensation plans outstanding on, or as proposed to be adopted as of, the date hereof; (iv) pursuant to rights or obligations under securities or instruments outstanding on the date hereof or issued as permitted by (ii) or (iii) above; (v) pursuant to the conversion of any debentures of the Corporation outstanding on the date hereof, including any warrants or shares issuable in connection with any such conversions; or (vi) on exercise of the Warrants; (u) cause each of the directors and senior officers of the Corporation, to enter into a lock-up agreement (the “Lock-Up Agreements”) in favour of the Agent pursuant to which such person (and each of such person’s associates and affiliates) shall agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to (whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash), or announce any intention to do so, in any manner whatsoever, any Common Shares, or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period of 90 days after the Closing Date, without the prior written consent of the Agent (such consent not to be unreasonably withheld), other than: (i) in conjunction with the exercise of outstanding stock options or warrants by such director or senior officer, provided that any Common Shares or other securities received upon such exercise or conversion will also be subject to the qualifications described Lock-Up Agreement; or (ii) in order to accept a bona fide take-over bid made to all securityholders of the Prospectus under the heading “Use of Proceeds”Corporation or similar business combination transaction; and (iv) shallpromptly do, as soon as practicablemake, use its commercially reasonable efforts execute or deliver, or cause to receive all necessary consents be done, made, executed or delivered, such further acts, documents and things for the purpose of giving effect to this Agreement and the transactions contemplated herein.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have when any Final Receipt has been obtained pursuant to and when the Passport System Registration Statement becomes effective, and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies a copy of each such receiptsFinal Receipt; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Commission, the SEC, the TSX or the NYSE MKT of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) any requests made by any Canadian Securities Commission or the receipt SEC for amending or supplementing any of the Offering Documents or any material communication from any Securities Regulators or other authority relating to the Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicableat the earliest possible time; (ec) shall the Corporation will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (or obtain the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the conditional listing of the Common Offered Shares on the Exchanges or such other recognized stock exchange or quotation system as TSX by the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issueClosing Time, subject only to Standard Listing Conditionsthe official notice of issuance, and that the NASDAQ be properly notified of Corporation will use its best efforts to have the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Offered Shares listed and Broker Warrant Shares admitted and authorized for trading on the NASDAQ such that such securities are listed on the NASDAQ NYSE MKT by the Closing Date and Over-Allotment Closing Date, as applicableTime; (hd) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use but in any event not later than 18 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its commercially reasonable efforts to receive all necessary consents security holders and to the transactions Underwriters an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) the Corporation will use the net proceeds from the Offering as described in the Initial Canadian Preliminary Prospectus. (2) Prior to the completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (3) Except as contemplated hereinby this Agreement, the Corporation will not, without the prior written consent of the Lead Underwriters (not to be unreasonably withheld) on behalf of the Underwriters, directly or indirectly issue, offer, pledge, sell, contract to sell, contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of, directly or indirectly, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares, or enter into any agreement or arrangement under which the Corporation would acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, during the period from the date hereof and ending 90 days following the Closing Date; provided that, notwithstanding the foregoing, the Corporation may (a) issue Common Shares or securities convertible or exercisable into or exchangeable for or which may be settled in Common Shares pursuant to any equity incentive plan, stock option plan, long term incentive plan or other equity plan in effect on the date hereof, (b) issue Common Shares issuable upon the exercise or settlement of options, performance share units or warrants outstanding on the date hereof, (c) issue Common Shares pursuant to any property acquisitions or other agreements with First Nations or other indigenous groups, any Municipality, or any body corporate or individual entered into prior to or after the date hereof, and (d) effect one or more private placement(s) with or enter into one or more agreement(s) with First Nations or other indigenous groups providing for the issuance of Common Shares pursuant thereto at a price per Common Share not less than the net Offering Price; provided further that, in the case of clauses (c) and (d) of this Section 8(3), the number of Common Shares issued shall not exceed 6,330,000 Common Shares in the aggregate. In addition, the Corporation shall not, without the prior written consent of the Lead Underwriters (not to be unreasonably withheld) on behalf of the Underwriters, file a prospectus under Canadian Securities Laws or a registration statement under the U.S. Securities Act in connection with any transaction by the Corporation or any person that is prohibited pursuant to the foregoing, except as pursuant to the Offering and for registration statements on Form S-8 relating to employee benefit plans.

Covenants of the Corporation. The Corporation hereby covenants to with the Underwriter Underwriters that the CorporationCorporation will: (a) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the distribution of the Units, copies of any filings made by the Corporation or the Subsidiary of information relating to the Offering with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; (b) promptly provide to the Underwriters and their counsel, during the period commencing on the date hereof and until completion of the distribution of the Units, drafts of any press releases and other public documents of the Corporation relating to the Corporation, the Subsidiary or the Offering for review by the Underwriters and their counsel prior to issuance, and give the Underwriters and their counsel a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation's timely disclosure obligations under applicable Canadian Securities Laws, and each such press release contain substantially the following legend, and shall comply with Rule 135e under the U.S. Securities Act: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES."; (c) promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Units of the full particulars of: (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened), financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, Intellectual Property, cash flow or capital of the Corporation and its Subsidiary, taken as a whole; (ii) any material fact which has arisen or has been discovered which would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents, as the case may be; or (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact or any new material fact) contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made, which would result in any Offering Document not complying with applicable Canadian Securities Laws or U.S. Securities Laws, as the case may be, or which would reasonably be expected to have an effect on the market price or value of the Common Shares; (d) advise the UnderwriterUnderwriters, promptly after receiving notice or obtaining knowledge thereof, of during the time when the Preliminary Prospectus, Final Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter of each such filing and copies of such receipts; (b) shall period prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry distribution of the Underwriter and its counsel may conductUnits, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: : (i) the issuance by any Securities RegulatorsCommission, the SEC or similar regulatory authority of any order suspending or preventing the use of the Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purposeOffering Document; and (ii) the suspension of the qualification of the Units in any of the Qualifying Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; (iv) any requests made by any Securities Commission, the SEC or similar regulatory authority for amending or supplementing any of the Offering Documents or for additional information; or (v) the receipt by the Corporation of any material communication communication, whether written or oral, from any Securities Regulators Commission, the SEC or other similar regulatory authority or any stock exchange, relating to the Prospectus or distribution of the Offering; (d) shall Units, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i(i) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon quickly as is reasonably practicablepossible; (e) comply with Section 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other relevant Canadian Securities Laws. The Corporation will promptly prepare and file with the Securities Commissions in the Qualifying Jurisdictions any Supplementary Material which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution. If the Corporation and the Underwriters in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Section 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material the Underwriters shall, as soon as possible, send such Supplementary Material to purchasers of the Units; (f) deliver to the Underwriters prior to the filing of the Amended and Restated Preliminary Prospectus and Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (g) advise the Underwriters, promptly after receiving notice thereof, of the time when the Amended and Restated Preliminary Prospectus, the Prospectus, any Marketing Materials and any Supplementary Material has been filed and receipts therefor (if any) have been obtained pursuant to the Canadian Securities Laws and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts; (h) deliver without charge to the Underwriters, as soon as practicable, and in any event no later than noon (PST) on the Business Day immediately following the date of issuance of the receipt (or for delivery locations outside of Toronto, on the second Business Day) in the case of the Prospectus, and thereafter from time to time during the distribution of the Units, in such cities as the Underwriters shall notify the Corporation twenty-four hours before the delivery date (of forty-eight hours before the delivery date for locations outside of Toronto), as many commercial copies of the Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Private Placement Memorandum and any Supplementary Materials the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws. Each delivery of the Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Private Placement Memorandum and any Supplementary Materials shall constitute consent by the Corporation to the use by the Underwriters and other investment dealers and brokers of such documents in connection with the distribution of the Units contemplated hereunder, subject to the provisions of applicable Law and the provisions of this Agreement; (i) use the net proceeds of the Offering in the manner specified in the Prospectus; (j) file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Common Shares (including, for greater certainty, the Warrant Shares) to be listed on the CSE; (k) prior to the Closing Date, make all necessary arrangements that are within the control of the Corporation for the electronic deposit of the Common Shares and Warrants comprising the Units pursuant to the non-certificated issue system of CDS on the Closing Date. All fees and expenses payable to CDS and/or the Transfer Agent in connection with the electronic deposit and the fees and expenses payable to CDS and/or the Transfer Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Units shall be borne by the Corporation; (l) until the expiry date of the Warrants, use its commercially reasonable efforts to remain (i) a corporation validly subsisting under the laws of British Columbia, provided that the Corporation shall not be required to comply with the terms of this Section 8(l) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a "distributing corporation" (within the meaning of the Business Corporations Act (British Columbia)); (ii) licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary; and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction; (m) until the expiry date of the Warrants, use commercially reasonable efforts to maintain its status as a “"reporting issuer” (or the equivalent thereof) " under Canadian Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the Applicable such Canadian Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstandingLaws, other than in a business combination the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Lawstransaction; (fn) shall until the expiry date of the Warrants, use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges CSE or such other another recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstandingin Canada, other than in a business combination the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Lawstransaction; (go) shall duly execute and deliver the Warrant Indenture and the Compensation Warrant Certificate (if any) at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (p) use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 5 hereof; (q) ensure that at the Closing Time the Warrants are duly and validly created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the Warrant Indenture; (r) ensure that, at all times prior to the until the expiry date of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the exercise of the Warrants; (s) ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares issuable upon the exercise of the Warrants shall, upon issuance in accordance with terms thereof, be duly issued as fully paid and Broker non-assessable Common Shares; (t) ensure that at the Closing Time the Compensation Warrants are duly and validly created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the Compensation Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and Certificates; (u) ensure that the NASDAQ be properly notified Common Shares issuable upon the exercise of the listing Compensation Warrants shall, upon issuance in accordance with the terms thereof, be duly issued as fully paid and non-assessable Common Shares; (v) ensure that at all times prior to the expiry of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Compensation Warrants a sufficient number of Common Shares and Broker Warrant Shares on are reserved for issuance upon the NASDAQ such that such securities are listed on due exercise of the NASDAQ by Compensation Warrants; (w) for the period of 90 days following the Closing Date (the "Standstill Period"), not to, without the prior written consent of Eight, issue, agree to issue or announce any intention to issue, any additional debt, Common Shares or any securities convertible into or exchangeable for shares of the Corporation, except in respect of: (i) the grant of stock options and Overother similar issuances pursuant to the stock option plans, other employee incentive plans of the Corporation or any other employee incentive arrangements for directors, officers, employees and consultants; (ii) issuances in connection with the exchange, transfer, conversion or exercise rights of existing outstanding options, warrants, convertible debentures and other securities or existing commitments to issue securities; (iii) the issuance of securities as consideration pursuant to one or more arm's length acquisition(s); and (iv) the filing a base shelf prospectus provided that the Corporation does not qualify the issuance of any Common Shares or any securities convertible into or exchangeable for shares of the Corporation thereunder during the Standstill Period; (x) use its best efforts to cause each of the senior officers and directors, and each of such senior officers' and directors' associates and affiliates, to enter into a lock-Allotment up agreement in favour of the Underwriters pursuant to which he, she or it shall covenant and agree that he, she or it will not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or any securities convertible into or exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period of 90 days after the Closing Date, as applicable; (h) shall use without the net proceeds prior written consent of Eight, on behalf of the Offering in the manner and Underwriters, such consent not to be unreasonably withheld or delayed, provided that such lock-up agreement shall be subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”customary and reasonable carve-outs, exceptions and exclusions; and (iy) shallpromptly do, as soon as practicablemake, use its commercially reasonable efforts execute or deliver, or cause to receive all necessary consents be done, made, executed or delivered, such further acts, documents and things for the purpose of giving effect to this Agreement and the transactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to with the Underwriter Agents that the CorporationCorporation shall during the period from the date of this Agreement until the first to occur of (i) the Qualification Event, (ii) the day that is six months after the Initial Closing Date, and (iii) the day that is four months and one day after the Initial Closing Date, provided that the Registration Statement was declared effective under the U.S. Securities Act prior to said date, and no stop order suspending its effectiveness has been issued by the SEC, nor is a proceeding for that purpose pending before or contemplated or threatened by the SEC: (a) promptly provide to the Agents copies of any filings made by the Corporation or the Subsidiaries of information relating to the Offering with any Securities Commissions or any regulatory body in Canada or any other jurisdiction; (b) promptly provide to the Agents drafts of any press releases and other public documents of the Corporation relating to the Offering for review by the Lead Agents prior to issuance, and give the Lead Agents a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws; (c) the Corporation shall have duly notified the CSE of the issuance of the Offered Securities and completed all necessary filings for the listing of the Units Shares, Warrants Shares, Agents' Commission Shares and Agents’ Commission Warrant Shares on the CSE and the CSE shall not have objected thereto or denied the listing thereof; (d) advise the UnderwriterAgents, promptly after receiving notice or obtaining knowledge thereof, of: (1) the suspension of the time when qualification for distribution of the Preliminary ProspectusUnit Shares and Warrants comprising the Units in any of the Qualifying Jurisdictions; (2) the institution, Final Prospectus threatening or contemplation of any proceeding for any such purposes; (3) any requests made by any Securities Commission or similar regulatory authority for additional information; (4) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission or similar regulatory authority or any stock exchange, relating to the distribution of the Unit Shares and Warrants comprising Units; (5) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Offering; (6) any notice or other correspondence received by the Corporation from any Governmental Authority and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsrequests from such bodies for information, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require a meeting or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access a hearing relating to the Corporation’s properties (if any), senior management personnel the Offering, the issue and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope sale of the due diligence inquiry the Underwriter and its counsel may conductSpecial Warrants, the Corporation shall also make available its directors, senior management issue and counsel to answer any questions which sale of the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectivelyPrivate Placement Units, the “Due Diligence Session”). The Underwriter shall distribute issue of the Unit Shares and Warrants comprising Units issuable upon exercise of the Special Warrants or any other event or state of affairs that could, individually, or in the aggregate, have a list of written questions in advance of each Due Diligence Session; Material Adverse Effect; or (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i7) the issuance by any Securities RegulatorsCommission, the CSE or any other competent authority, including any other Governmental Authority, of any order suspending to cease or preventing the use suspend trading or distribution of any securities of the Prospectus Corporation or any cease trading or stop order or any halt in trading relating to of the Common Shares or the institution, threat of institution or threat of any proceedings for that purpose; and (ii) the receipt purpose or any notice of investigation that could potentially result in an order to cease or suspect trading or distribution of any material communication from any Securities Regulators or other authority relating to securities of the Prospectus or the Offering; (d) shall Corporation, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i(1) and (7) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon quickly as is reasonably practicablepossible; (e) prior to filing the Registration Statement, file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Underlying Shares to be listed on the CSE; (f) until the expiry date of the Warrants, use its commercially reasonable efforts to remain a corporation validly subsisting under the laws under which it is currently subsisting, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction, provided that the Corporation shall not be required to comply with the terms of this Section 7(f) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “public company” (within the meaning of the Business Corporations Act (Ontario)); (g) other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction or following a sale of all or substantially all of the assets of the Corporation, until the expiry date of the Warrants, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Canadian Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the Applicable Securities Laws of each of the such Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (fh) shall other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction or following a sale of all or substantially all of the assets of the Corporation, until the expiry date of the Warrants, use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges CSE or such other another recognized stock exchange or quotation system in Canada; (i) fulfil or cause to be fulfilled, at or prior to the applicable Closing Time each of the conditions required to be fulfilled by it set out in Section 5 hereof; (j) fulfill all legal requirements to permit the creation and issuance of the Unit Shares and Warrants comprising the Units and the Agents Compensation Options at the applicable Closing Time and the issuance of the Warrants and the Compensation Units, as applicable, all as contemplated by the Underwriter Transaction Documents, and file or cause to be filed all forms, notices, documents, applications, undertakings or certificates required to be filed by the Corporation in connection with the Offering so that the distribution of such securities may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than lawfully occur without the necessity of filing a prospectus in Canada or a business combination registration statement in the United States or similar transaction where document in any other jurisdiction; (k) ensure that, the Warrants and the Agents Compensation Options shall be validly created and shall have attributes corresponding in all material respects to the outstanding securities description thereof set forth in this Agreement, the Warrant Indenture and the Agents Compensation Option Certificates; (l) ensure that, at the applicable Closing Time, the Corporation is a “reporting issuer” under Canadian Securities Laws in good standing in each of the Corporation have been exchanged for cash or Reporting Jurisdictions; (m) file the securities of another issuer which is a reporting issuer under any Applicable Investor Presentation with the applicable Canadian Securities Commissions within the time period prescribed by applicable Securities Laws; (gn) shall use its commercially reasonable efforts subject to ensure that the Unit Sharesmanagement’s discretion, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject specified in the Term Sheet attached to the qualifications described Subscription Agreement; (o) ensure that, at all times prior to the expiry date of the Warrants or date of exercise, as applicable, a sufficient number of Common Shares are allotted and reserved for issuance upon the due conversion of the Special Warrants and exercise of the Warrants, the PP Warrants, Agents Compensation Options and the Agents’ Commission Warrants in accordance with their terms; (p) for the Prospectus period of 120 days following the final Closing Date, not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, without the prior written consent of Echelon, such consent not to be unreasonably withheld or delayed, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities (including the Offered Securities), including, without limitation, the rights of the Corporation under existing outstanding securities to issue Common Shares in settlement of obligations thereunder; (ii) the heading “Use issuance of Proceeds”security-based incentives (including, but not limited to, stock options, restricted share units, and deferred share units) pursuant to the security-based incentive plans of the Corporation, provided such security-based incentives are granted or issued with an exercise price not less than the Issue Price; (iii) existing commitments to issue securities; (iv) the issuance of securities in connection with an arm’s length acquisition of assets and/or shares; (v) the issuance of securities as bonuses or for services rendered to directors, employees, contractors, advisors, provided such securities are issued with a deemed issuance price not less than the Issue Price; and (vi) this Agreement; (q) cause the executive officers and the directors to deliver to the Agents the Lock-Up Agreements; and (ir) shallpromptly do, as soon as practicablemake, use its commercially reasonable efforts execute or deliver, or cause to receive all necessary consents be done, made, executed or delivered, such further acts, documents and things for the purpose of giving effect to this Agreement and the transactions contemplated herein.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Commission, the SEC, the TSX or the NYSE of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) any requests made by any Canadian Securities Commission or the receipt SEC for amending or supplementing any of the Offering Documents or any material communication from any Securities Regulators or other authority relating to the Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof at the earliest possible time; (c) the Corporation will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject only to the Standard Listing Conditions, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE by the Closing Time, subject only to the official notice of issuance; (d) as soon as is reasonably practicable;, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders and to the Lead Underwriter an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) shall the Corporation will use the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (3) During the period commencing on the date hereof and ending on the date which is 90 days following the Closing Date, not, without the prior written consent of the Lead Underwriter, which consent will not be unreasonably withheld or delayed, directly or indirectly issue, negotiate, announce or agree to sell or issue any common shares or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation, other than issuances (i) as contemplated in this Agreement; (ii) pursuant to the grant or exercise of convertible awards in the normal course pursuant to the Corporation's employee equity incentive plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Corporation outstanding on the date hereof; (iii) pursuant to the exercise of any other convertible securities of the Corporation outstanding on the date hereof; or (iv) an issuance of options or securities in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision). (4) The Corporation will use its commercially reasonable efforts to maintain cause each of its status as a “reporting issuer” directors and senior officers to enter into lock-up agreements in form and substance satisfactory to the Lead Underwriter, evidencing their agreement to not, without the consent of the Lead Underwriter, which consent shall not be unreasonably withheld or delayed, offer, sell, or resell (or the equivalent thereofannounce any intention to do so) not in default any securities of the requirements Corporation held by them or agree to or announce any such offer or sale for a period of 90 days following the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstandingClosing Date, other than in connection with a business combination third party take-over bid made to all holders of Common Shares or a similar transaction where acquisition of all of the Common Shares, other than the with respect to an aggregate of 541,265 Common Shares, which includes 450,000 Common Shares issuable upon exercise of an aggregate of 450,000 outstanding stock options of the Corporation which expire on March 30, 2021, and other than securities sold to satisfy tax obligations on the exercise of convertible securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or held by such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated hereinperson.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Commission, the SEC, the TSX-V or NYSE American of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) any requests made by any Canadian Securities Commission or the receipt SEC for amending or supplementing any of the Offering Documents or any material communication from any Securities Regulators or other authority relating to the Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (d)(i) above or subparagraph (d)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof at the earliest possible time; (c) the Corporation will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX-V by the Closing Time, subject only to the Standard Listing Conditions, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on NYSE American by the Closing Time, subject only to the official notice of issuance; (d) as soon as is reasonably practicable;, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders and to the Co-lead Underwriters an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) shall the Corporation will use the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (3) During the period commencing on the date hereof and ending on the date which is 90 days following the Closing Date, not, without the prior written consent of the Co-lead Underwriters, which consent will not be unreasonably withheld or delayed, directly or indirectly issue, negotiate, announce or agree to sell or issue any common shares or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation, other than issuances (i) as contemplated in this Agreement; (ii) pursuant to the grant of convertible awards in the normal course pursuant to the Corporation's employee equity incentive plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Corporation outstanding on the date hereof; (iii) of options or securities in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision); or (iv) of securities in connection with the Credit Agreement (as defined below). (4) The Corporation will use its commercially reasonable efforts to maintain cause each of its status as a “reporting issuer” directors and senior officers to enter into lock-up agreements in form and substance satisfactory to the Co-lead Underwriters, evidencing their agreement to not, without the consent of the Co-lead Underwriters, which consent shall not be unreasonably withheld or delayed, offer, sell, or resell (or the equivalent thereofannounce any intention to do so) not in default any securities of the requirements Corporation held by them or agree to or announce any such offer or sale for a period of 90 days following the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstandingClosing Date, other than in connection with a business combination third party take-over bid made to all holders of Common Shares or a similar transaction where acquisition of all of the outstanding Common Shares and other than securities sold to satisfy tax obligations on the exercise of convertible securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or held by such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated hereinperson.

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Underwriter that the CorporationCanadian Underwriters that: (a) shall the Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Securities, the Corporation will promptly advise the Underwriter, promptly after receiving notice thereof, Canadian Underwriters in writing of the time when full particulars of any material change, (as defined in the Securities Act (Ontario)), in the business, affairs, operations, assets, liabilities or financial condition of the Corporation, on a consolidated basis, or of any change in any material fact (as defined in the Securities Act (Ontario)) contained or referred to in the Preliminary Prospectus, the Final Prospectus and Prospectus, the U.S. Prospectus, or any Prospectus Amendment has been filed or Supplementary Material which is, or may be, of such a nature as to render any statement contained in the Preliminary Prospectus or the Final Prospectus untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the laws of any Qualifying Province or the United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Provinces or the United States any amendment or supplement to the Preliminary Prospectus or the Final Prospectus or the U.S. Prospectus, which in the opinion of the Canadian Underwriters and the Corporation, each acting reasonably, may be necessary or advisable to correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the Canadian Securities RegulatorsUnderwriters any change in circumstances (actual, and Passport Receipts for the filings with anticipated, contemplated or threatened) which is of such a nature that there may be a reasonable doubt as to whether written notice need be given to the Canadian Securities Regulators have been obtained pursuant to Underwriters under the Passport System and will provide evidence reasonably satisfactory to the Underwriter provisions of each such filing and copies of such receiptsthis Section 8(1)(a); (b) shall prior the Corporation will deliver without charge to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Securities Regulators, of any order suspending or preventing the use of the Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; and (ii) the receipt of any material communication from any Securities Regulators or other authority relating to the Prospectus or the Offering; (d) shall use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i) above and, if issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicable; (e) shall use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shallUnderwriters, as soon as practicable, use its commercially reasonable efforts and in any event no later than -, 2002 in the case of the Final Prospectus and the U.S. Prospectus, and thereafter from time to receive all necessary consents time during the distribution of the Securities, in such cities as the Canadian Underwriters shall notify the Corporation, as many commercial copies of each of the Preliminary Prospectus, the Final Prospectus and the U.S. Prospectus, respectively, (and in the event of any Prospectus Amendment, such Prospectus Amendment) as the Canadian Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws and U.S. Securities Laws and such delivery shall constitute consent by the Corporation to the transactions contemplated herein.use by the Canadian Underwriters, the U.S. Agents and the Selling Firms of such documents in connection with the Offering in all Qualifying Provinces and the United States, subject to the provisions of applicable Canadian Securities Laws and U.S.

Covenants of the Corporation. 4.1 The Corporation hereby covenants Corporation, subject to Section 4.2 hereof, will comply with the Underwriter that requirements under the Corporation: 1933 Act, Canadian Securities Laws and other Applicable Securities Laws, and will promptly notify the Representatives, and confirm the notice in writing, of (a) shall advise the Underwritereffectiveness during the Prospectus Delivery Period of any post‑effective amendment to the Registration Statement or the Prospectus or the filing of any supplement or amendment thereto, promptly after receiving notice thereof(b) the receipt of any comments from the SEC or any Canadian Securities Regulator during the Prospectus Delivery Period, (c) any request by the SEC or any Canadian Securities Regulator for any amendment to the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or for additional information, and (d) the issuance by the SEC or any Canadian Securities Regulator of any stop order suspending the effectiveness of the time when Registration Statement or of any order preventing or suspending the Preliminary use of the Prospectus, Final or of the suspension of the qualification of the Units for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, including Section 8A proceedings under the 1933 Act. The Corporation will: (i) promptly effect the filings necessary pursuant to the 1933 Act and will take such steps as it deems necessary to ascertain promptly whether the U.S. Preliminary Prospectus and any the U.S. Prospectus Amendment has been transmitted for filing with the SEC was received for filing by the SEC and, in the event that it was not, it will promptly file such document; and (ii) cause each amendment or supplement to the Canadian Prospectus to be filed with the Canadian Securities RegulatorsRegulators as required pursuant to Canadian Securities Laws or, and Passport Receipts for in the filings case of any document to be incorporated therein by reference, to be filed with the Canadian Securities Regulators have been obtained as required pursuant to the Passport System and will provide evidence reasonably satisfactory to Canadian Securities Laws, within the Underwriter of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided hereintime period prescribed. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Securities Regulators, of any order suspending or preventing the use of the Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; and (ii) the receipt of any material communication from any Securities Regulators or other authority relating to the Prospectus or the Offering; (d) shall use its commercially reasonable best efforts to prevent the issuance of any stop order referred to in Section 6(c)(i) above and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. 4.2 During the Prospectus Delivery Period, the Corporation will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement, or any amendment, supplement (including any prospectus supplement) or revision to the Prospectus or the Disclosure Package, whether pursuant to the 1933 Act, the 1934 Act, Canadian Securities Laws or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall forthwith take reasonably object (it being agreed that all reasonable steps references in this Agreement to information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement or the Preliminary Prospectus shall be deemed to mean and include all such information which is or is deemed to be incorporated by reference in or otherwise deemed under Applicable Securities Laws to be a part of or included in the Registration Statement or the Preliminary Prospectus, as the case may be, prior to the Initial Sale Time; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to include the filing of any document under the 1934 Act or Canadian Securities Laws, which is or is deemed to be incorporated by reference or otherwise deemed to be a part of or included in the Registration Statement or the Prospectus, as the case may be, after the Initial Sale Time). 4.3 The Corporation shall deliver or cause to be delivered (i) to the Representatives, without charge, a signed copy of the Canadian Prospectus (in both the English and French languages), the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement and the Prospectus as originally filed with the SEC and the Canadian Securities Regulators, as applicable, and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period, as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. 4.4 The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the SEC or available on SEDAR. 4.5 The Corporation shall deliver to each of the Underwriters, without charge, as many copies of (i) the U.S. Preliminary Prospectus and (ii) the Canadian Preliminary Prospectus (in both the English and French languages) as such Underwriter may reasonably request, and the Corporation hereby consents to the use of such copies for purposes permitted by the 1933 Act, Canadian Securities Laws or other Applicable Securities Laws. The Corporation will furnish to each Underwriter, without charge, during the Prospectus Delivery Period, such number of copies of the U.S. Prospectus and the Canadian Prospectus (in the English and French languages) as such Underwriter may reasonably request. 4.6 The Corporation will comply in all material respects with all requirements imposed upon it by the 1933 Act, the 1934 Act and Canadian Securities Laws so as to permit the completion of the distribution of the Units as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time during the Prospectus Delivery Period, any event shall occur or condition shall exist as a result of which it is able necessary, in the opinion of counsel for the Underwriters or for the Corporation, to take amend the Registration Statement or the Prospectus in order that the Registration Statement or the Prospectus, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Disclosure Package or the U.S. Prospectus in order that the Disclosure Package or the U.S. Prospectus, as the case may be, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the Initial Sale Time or at the time it is delivered or conveyed to a purchaser, not misleading, or if it shall be necessary, in the opinion of either such counsel, at any such time to amend the Registration Statement and which the Prospectus or amend or supplement the Disclosure Package or the U.S. Prospectus in order to comply with the requirements of any law, the Corporation will (1) notify the Representatives of any such event, development or condition and (2) promptly prepare and file with the SEC and the Canadian Securities Regulators, such amendment or supplement as may be necessary to correct such statement or desirable omission or to make the Registration Statement, the Prospectus or the Disclosure Package comply with such law, and the Corporation will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. 4.7 During the Prospectus Delivery Period, the Corporation shall file, on a timely basis, with the Canadian Securities Regulators, the Securities Commissions, the TSX and the NYSE all reports and documents required to be filed under Applicable Securities Laws. 4.8 The Corporation also covenants with each Underwriter that, without the prior written consent of each of the Representatives, it will not, and will not publicly disclose an intention to, for a period of 45 days from the date of this Agreement, (A) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, (B) enter into any swap or other arrangement that transfers to another, in order whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction described in clause (A) or (B) above is to obtain be settled by delivery of Common Shares or such other securities, in cash or otherwise or (C) file or submit any prospectus or registration statement with the withdrawal thereof Canadian Securities Regulators or the SEC relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or publicly disclose the intention to do any of the foregoing. The restrictions contained in the foregoing sentence shall not apply to (1) the Units to be issued and sold hereunder or the Underlying Shares, (2) the issuance by the Corporation of Common Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as soon described in the Registration Statement, the Prospectus and the Disclosure Package, (3) the issuance by the Corporation of any option to acquire Common Shares or other award, right or grant pursuant to the Corporation’s stock option plan, performance and restricted share unit plan, employee share purchase plan or deferred share unit plan existing on the date hereof and described in the Registration Statement, the Prospectus and the Disclosure Package, and the issuance of Common Shares in connection with the exercise or vesting of any such options, awards rights or grants; or (4) the issuance by the Corporation of any Common Shares pursuant to its dividend reinvestment plan described in the Registration Statement, the Prospectus and the Disclosure Package. 4.9 The Corporation will prepare a final term sheet containing only a description of the Units, in a form approved by the Underwriters and attached as Exhibit A hereto, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time required by such rule (such term sheet, the “Final Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. 4.10 The Corporation represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the 0000 Xxx) required to be filed by the Corporation with the SEC or retained by the Corporation under Rule 433 under the 1933 Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of any Issuer Free Writing Prospectus included in Annex I to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Corporation agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. The Corporation consents to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act, and (b) contains only (i) information describing the preliminary terms of the Units or their offering, (ii) information permitted by Rule 134 under the 1933 Act or (iii) information that describes the final terms of the Units or their offering and that is included in the Final Term Sheet of the Corporation contemplated in Section 4.9. From the date of commencement of the distribution of the Units to the date such distribution ceases, each Underwriter will not make use of any “bluesheet” or provide any other marketing materials in respect of the Units without the approval of the Corporation and X.X. Xxxxxx and no “standard term sheet” (as defined in NI 41-101) in respect of the Units will be provided by them to any potential investors of the Units without the approval of the Corporation and X.X. Xxxxxx. 4.11 Except for any Permitted Free Writing Prospectus, the Corporation agrees that it has not and will not distribute during the term of this Agreement, any “marketing materials” in connection with the offering and sale of the Units other than the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, provided that the Underwriters, severally and not jointly, covenant with the Corporation not to take any action that would result in the Corporation being required to file with the Canadian Securities Regulators any “marketing materials” that otherwise would not be required to be filed by the Corporation, but for the action of the Underwriters. For clarity, the Corporation and the Representatives, on behalf of the Underwriters, have approved the template version (as defined in NI 41-101) of the investor presentation for the Offering dated June 16-17, 2021. 4.12 The Corporation agrees to pay the required Canadian Securities Regulators and SEC filing fees relating to the Units and any other fees required by the Canadian Securities Regulators within the time required by and in accordance with Applicable Securities Laws. 4.13 The Corporation has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably practicable;be expected to cause or result in, under Canadian Securities Laws, stabilization or manipulation of the price of the Units to facilitate the sale or resale of the Units, or that has constituted or might reasonably be expected to constitute, under the 1934 Act or otherwise, the stabilization or manipulation of the price of any securities of the Corporation to facilitate the sale or resale of the Units. (e) 4.14 The Corporation shall apply the net proceeds received by it from the sale of the Units substantially in the manner described under the caption “Use of Proceeds” in the Preliminary Prospectus and the Prospectus. 4.15 The Corporation shall use its best efforts to ensure that members of management are available to provide assistance to the Underwriters, as requested by the Underwriters, with respect to the marketing of the Units. 4.16 The Corporation shall use commercially reasonable efforts to maintain its status as a “reporting issuer” (or apply for the equivalent thereof) not in default Units to be listed and posted for trading on the NYSE at the Time of Closing and to cause such listing to become effective within 30 days after the requirements Time of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Closing. The Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain apply for the listing Maximum Number of the Common Underlying Shares to be listed and posted for trading on the Exchanges or such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares NYSE and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that at the NASDAQ be properly notified Time of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated hereinClosing.

Covenants of the Corporation. (1) The Corporation hereby covenants to with the Underwriter that the CorporationCanadian Underwriters that: (a) shall the Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of the other relevant Canadian Securities Laws, and, after the date hereof and prior to the completion of the distribution of the Securities, the Corporation will promptly advise the Underwriter, promptly after receiving notice thereof, Canadian Underwriters in writing of the time when full particulars of any material change, (as defined in the Securities Act (Ontario)), in the business, affairs, operations, assets, liabilities or financial condition of the Corporation, on a consolidated basis, or of any change in any material fact (as defined in the Securities Act (Ontario)) contained or referred to in the Preliminary Prospectus, the Final Prospectus and Prospectus, or any Prospectus Amendment has been filed or Supplementary Material which is, or may be, of such a nature as to render any statement contained in the Preliminary Prospectus or the Final Prospectus untrue, false or misleading, result in a misrepresentation (as defined in the Securities Act (Ontario)), or result in any of such documents not complying with the laws of any Qualifying Province or the United States. The Corporation will promptly prepare and file with the securities authorities in the Qualifying Provinces any amendment or supplement to the Preliminary Prospectus or the Final Prospectus, which in the opinion of the Canadian Underwriters and the Corporation, each acting reasonably, may be necessary or advisable to correct such untrue or misleading statement or omission. The Corporation shall in good faith discuss with the Canadian Securities RegulatorsUnderwriters any change in circumstances (actual, and Passport Receipts for the filings with anticipated, contemplated or threatened) which is of such a nature that there may be a reasonable doubt as to whether written notice need be given to the Canadian Securities Regulators have been obtained pursuant to Underwriters under the Passport System and will provide evidence reasonably satisfactory to the Underwriter provisions of each such filing and copies of such receiptsthis Section 8(1)(a); (b) shall prior the Corporation will deliver without charge to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Securities Regulators, of any order suspending or preventing the use of the Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; and (ii) the receipt of any material communication from any Securities Regulators or other authority relating to the Prospectus or the Offering; (d) shall use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i) above and, if issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicable; (e) shall use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shallUnderwriters, as soon as practicable, and in any event no later than ___, 2002 in the case of the Final Prospectus, and thereafter from time to time during the distribution of the Securities, in such cities as the Canadian Underwriters shall notify the Corporation, as many commercial copies of each of the Preliminary Prospectus and the Final Prospectus, respectively, (and in the event of any Prospectus Amendment, such Prospectus Amendment) as the Canadian Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws and such delivery shall constitute consent by the Corporation to the use by the Canadian Underwriters and the Selling Firms of documents in connection with the Offering in all Qualifying Provinces, subject to the provisions of applicable Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of the Supplementary Material in such quantities as the Canadian Underwriters may reasonably request; (c) the Corporation shall use its commercially reasonable best efforts to receive arrange that the Common Shares comprised in the Securities are listed and posted for trading on the TSX and the AMEX on the Closing Date, subject only to the documentary filing requirements of each such exchange; (d) it will not: (i) offer, pledge, sell, contract to sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly or indirectly, any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares; or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of Common Shares or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise (other than the Securities and other than in connection with the grant or exercise of options, issuances under the Corporation's existing Stock Option Plans or employee share purchase plan or any other existing rights of conversion or securities issued as consideration for an acquisition of assets or shares), for a period ending 90 days after the closing of the Offering without the prior written consent of the Lead Manager, such consent not to be unreasonably withheld; (e) it will apply the net proceeds from the sale of the Securities as set forth under "Use of Proceeds" in the Final Prospectus; and (f) it will use its reasonable best efforts to make all necessary consents to arrangements with the transactions contemplated hereinAlternative Investment Market of the London Stock Exchange in order that the Common Shares are listed on that exchange within 6 months of the Closing Date.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Underwriter that Underwriters that: (1) between the Corporationdate hereof and the date of completion of distribution of the Series A Shares, the Corporation will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (a) shall advise the Underwriter, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission of any order suspending or preventing the use of any of the Prospectus Offering Documents; (b) the issuance by any Canadian Securities Commission, the TSX or the NYSE of any cease trading order having the effect of ceasing or stop order or any halt in trading relating to suspending the Common distribution of the Series A Shares, the Series B Shares or the trading in any securities of the Corporation; (c) the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that purpose; and (iiany purposes described in Section 10(1)(a) the receipt of any material communication from any Securities Regulators or other authority relating to the Prospectus or the OfferingSection 10(1)(b); (d) shall the suspension of the qualification of the distribution of the Series A Shares in any of the Offering Jurisdictions; and (e) any requests made by any Canadian Securities Commission for amending or supplementing any of the Offering Documents or for additional information; and the Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(i10(1)(a) above or Section 10(1)(b), or any suspension referred to in Section 10(1)(d), and, if issuedany such order is issued or any such suspension is involved, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal or termination thereof as soon as is reasonably practicable; (e2) shall use its commercially reasonable efforts the Corporation will file promptly all reports and other documents required to maintain its status as a “reporting issuer” (be filed or furnished by the equivalent thereof) not in default of the requirements of the Corporation with applicable Canadian Securities Commissions pursuant to Applicable Securities Laws of each subsequent to the date of the Canadian Offering Jurisdictions Prospectus and for as so long as any Warrants and/or Broker Warrants remain outstanding, other than the delivery of a prospectus is required in a business combination connection with the offer or similar transaction where all the outstanding securities sale of the Corporation have been exchanged for cash or Series A Shares and Series A Shares in the securities of another issuer which is a reporting issuer under any Applicable Securities LawsOffering remain unsold; (f3) shall the Corporation will use its commercially reasonable best efforts to maintain have the listing of the Common Shares on the Exchanges or such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Series A Shares and Broker Warrant the Series B Shares will be conditionally approved for listing on the TSX upon their issueTSX, subject only to Standard Listing Conditionsthe satisfaction by the Corporation of customary post-closing conditions, and that by the NASDAQ be properly notified of Closing Time; (4) during the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares period beginning on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment ending on the date that is 90 days after the Closing Date, as applicablethe Corporation shall not, directly or indirectly, without the prior written consent of TD, on behalf of the Underwriters, which consent shall not be unreasonably withheld, issue, agree to issue, or announce an intention to issue any preferred shares or securities convertible into preferred shares, other than the issue of the Series A Shares pursuant to this Agreement; (h5) shall the Corporation will use the net proceeds of from the Offering in the manner and subject to the qualifications as described in the Prospectus under the heading “Use of Proceeds”Supplement; and (i6) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents during the period from the date of this Agreement to the transactions contemplated hereinlater of the Closing Date and the date of completion of the distribution of the Series A Shares under the Offering Documents, the Corporation shall promptly notify the Underwriters in writing of any material filing made by the Corporation of information relating to the offering of the Series A Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Underwriter Underwriters that the Corporation: (a) shall will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment Supplementary Material has been filed with the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: : (i) the issuance by any Canadian Securities Regulators, Commission of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purposeSupplementary Material; and (ii) the receipt suspension of the qualification of the Shares in any of the Qualifying Jurisdictions; (iii) the institution, threatening or contemplation of any material communication from proceeding for any such purposes; or (iv) any requests made by any Canadian Securities Regulators Commission for amending or other authority relating to supplementing the Preliminary Prospectus or the Offering; (d) shall Final Prospectus or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i(i) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon quickly as is reasonably practicablepossible; (ec) shall will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Canadian Securities Laws of each of the Canadian Offering Qualifying Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in which have such a business combination or similar transaction where all concept to the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer date which is a reporting issuer under any Applicable Securities Lawsone year following the Closing Date; (fd) shall will use its commercially reasonable best efforts to maintain the listing of the Common Shares on the Exchanges TSX or such other recognized stock exchange or quotation system as the Underwriter Underwriters may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all to the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which date that is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by one year following the Closing Date and Over-Allotment Closing Date, so long as applicable; (h) shall use the net proceeds Corporation meets the minimum listing requirements of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”TSX or such other exchange or quotation system; and (ie) shallwill deliver to the Underwriters, as soon as practicablepracticable after the Prospectus and any Supplementary Material are prepared, the U.S. Memorandum incorporating the Prospectus or Supplementary Material, as the case may be, prepared for use its commercially reasonable efforts to receive all necessary consents to in connection with the transactions contemplated hereindistribution of the Shares in the United States in compliance with the provisions of Schedule “A”.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Commission, the SEC, the TSX or the NYSE American of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) any requests made by any Canadian Securities Commission or the receipt SEC for amending or supplementing any of the Offering Documents or any material communication from any Securities Regulators or other authority relating to the Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof at the earliest possible time; (c) the Corporation will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject only to the Standard Listing Conditions, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE American by the Closing Time, subject only to the official notice of issuance; (d) as soon as is reasonably practicable;, but in any event not later than 18 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders and to the Lead Underwriter an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) the Corporation will use the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) The Corporation shall not invest or otherwise use the proceeds received by the Corporation from its sale of the Offered Shares in such a manner as would require the Corporation or any of its Subsidiaries to register as an investment company under the Investment Company Act. (3) The Corporation will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of the Common Shares or any other reference security, whether to facilitate the sale or resale of the Offered Shares or otherwise, and the Corporation will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M. If the limitations of Rule 102 of Regulation M (“Rule 102”) do not apply with respect to the Offered Shares or any other reference security pursuant to any exception set forth in Section (d) of Rule 102, then promptly upon notice from the Lead Underwriter (or, if later, at the time stated in the notice), the Corporation will, and shall cause each of its affiliates to, comply with Rule 102 as though such exception were not available but the other provisions of Rule 102 (as interpreted by the SEC) did apply. (4) The Corporation shall not take any action that would result in an Underwriters or the Corporation being required to file with the SEC pursuant to Rule 433(d) under the U.S. Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (5) Prior to the completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (6) During the period commencing on the date hereof and ending on the date which is 90 days following the Closing Date, not, without the prior written consent of the Lead Underwriter, which consent will not be unreasonably withheld or delayed, directly or indirectly issue, negotiate, announce or agree to sell or issue any common shares or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation, other than issuances (i) as contemplated in this Agreement; or (ii) pursuant to the grant of convertible awards in the normal course pursuant to the Corporation’s employee equity incentive plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or other convertible securities of the Corporation outstanding on the date hereof; or (iii) an issuance of options or securities in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision). (7) The Corporation will use its commercially reasonable efforts to maintain cause each of its status as a “reporting issuer” directors and senior officers to enter into lock-up agreements in form and substance satisfactory to the Lead Underwriter, evidencing their agreement to not, without the consent of the Lead Underwriter, which consent shall not be unreasonably withheld or delayed, offer, sell, or resell (or the equivalent thereofannounce any intention to do so) not in default any securities of the requirements Corporation held by them or agree to or announce any such offer or sale for a period of 90 days following the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstandingClosing Date, other than in connection with a business combination third party take-over bid made to all holders of Common Shares or a similar transaction where acquisition of all of the outstanding Common Shares and other than securities sold to satisfy tax obligations on the exercise of convertible securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or held by such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated hereinperson.

Covenants of the Corporation. The Corporation hereby covenants to with the Underwriter Agents that the CorporationCorporation will: (a) shall promptly provide to the Agents, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, copies of any filings made by the Corporation of information relating to the Offering with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; (b) promptly provide to the Agents and their counsel, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, drafts of any press releases and other public documents of the Corporation relating to the Corporation, the Subsidiaries or the Offering for review by the Agents and their counsel prior to issuance, and give the Agents and their counsel a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws; (c) advise the UnderwriterAgents, promptly after receiving notice or obtaining knowledge thereof, during the period prior to the completion of the distribution of the Offered Shares, of: (i) the issuance by any Securities Commission or similar regulatory authority of any order suspending or preventing the use of any Offering Document; (ii) the suspension of the qualification of the Offered Shares in any of the Qualifying Provinces; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; (iv) any requests made by any Securities Commission or similar regulatory authority for amending or supplementing any of the Offering Documents or for additional information; or (v) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission or similar regulatory authority or any stock exchange, relating to the distribution of the Offered Shares, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in (i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (d) advise the Agents, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus Prospectus, any Marketing Materials and any Prospectus Amendment Supplementary Material has been filed with the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators receipts therefor (if any) have been obtained pursuant to the Passport System Canadian Securities Laws and will provide evidence reasonably satisfactory to the Underwriter Agents of each such filing and copies of such receipts; (be) shall prior deliver without charge to the Closing Time Agents, as soon as practicable, and in any event no later than noon (EST) on the Over-Allotment Closing TimeBusiness Day immediately following the date of issuance of the receipt in the case of the Final Prospectus, allow and thereafter from time to time during the Underwriter and its counsel to conduct all due diligence which distribution of the Underwriter Offered Shares, in such cities as the Agents shall notify the Corporation 24 hours before the delivery date, as many commercial copies of the Final Prospectus as the Agents may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, request for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Sessioncontemplated by Canadian Securities Laws; (cf) cause to be delivered to the Agents such number of commercial copies of the U.S. Placement Memorandum and any Supplementary Material required to be delivered to Purchasers or prospective Purchasers in the United States as the Agents may reasonably request. Each delivery of the Preliminary Prospectus, the Amended and Restated Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum or any Supplementary Material shall forthwith advise constitute consent by the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Securities Regulators, of any order suspending or preventing Corporation to the use by the Agents and other investment dealers and brokers of such documents in connection with the distribution of the Prospectus or any cease trading or stop order or any halt in trading relating Offered Shares contemplated hereunder, subject to the Common Shares or provisions of applicable Law and the institution or threat provisions of any proceedings for that purpose; and (ii) the receipt of any material communication from any Securities Regulators or other authority relating to the Prospectus or the Offeringthis Agreement; (dg) shall use its commercially reasonable efforts to prevent fulfil or cause to be fulfilled, at or prior to the issuance Closing Time, each of any order referred the conditions required to be fulfilled by it set out in Section 6(c)(i) above and, if issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicable11 hereof; (eh) use the net proceeds of the Offering in the manner specified in the Final Prospectus; (i) file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Offered Shares to be listed on the CSE; (j) prior to the Closing Date, make all necessary arrangements that are within the control of the Corporation for the electronic deposit of the Offered Shares pursuant to the non-certificated issue system of CDS on the Closing Date. All fees and expenses payable to CDS and/or the Transfer Agent in connection with the electronic deposit and the fees and expenses payable to CDS and/or the Transfer Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Offered Shares shall be borne by the Corporation; (k) until the expiry date of the Agents’ Warrants, use its commercially reasonable efforts to remain a corporation validly subsisting under the laws of British Columbia, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction; (l) until the expiry date of the Agents’ Warrants, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Canadian Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the Applicable Securities Laws of each of the such Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (fm) shall until the expiry date of the Agents’ Warrants, use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges CSE or such other another recognized stock exchange or quotation system as the Underwriter may approvein Canada; (n) ensure that, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities upon payment of the Corporation purchase price of the Offered Shares, the Offered Shares shall be duly authorized and validly issued as fully paid and non-assessable Common Shares, and shall have been exchanged the attributes corresponding to the description thereof set out in the Prospectus; (o) duly execute and deliver the Agents’ Warrant Certificates at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (p) ensure that, at the Closing Time, the Agents’ Warrants are duly and validly created, authorized and issued and shall have attributes corresponding to the description set forth in the Agents’ Warrant Certificates and Prospectus; (q) ensure that, at all times prior to the expiry of the Agent’s Warrants, a sufficient number of Common Shares are reserved for cash issuance upon the due exercise of the Agents’ Warrants; (r) ensure that the Common Shares issuable upon the exercise of the Agents’ Warrants shall, upon issuance in accordance with the terms thereof, be duly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding to the description thereof set out in the Prospectus; (s) execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to the Canadian Securities Laws in the Qualifying Provinces within the time required by applicable Canadian Securities Laws in the Qualifying Provinces; (t) to the extent that any Offered Shares are sold in the United States or to, or for the account or benefit of, U.S. Persons, file such notices with the United States Securities and Exchange Commission as are required under the U.S. Securities Act and such notices and forms with state securities of another issuer which is a reporting issuer regulators as are required under any Applicable U.S. Securities Laws; (gu) shall use its commercially reasonable efforts not to ensure that the Unit Sharesdirectly or indirectly, Warrant Sharesoffer, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to Standard Listing Conditionsalter economic exposure to, and that the NASDAQ be properly notified or announce any intention to do so, in any manner whatsoever, any Common Shares or any securities convertible into or exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the listing Corporation for a period of 90 days after the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicablewithout the prior written consent of the Lead Agent, on behalf of the Agents, such consent not to be unreasonably withheld, except in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, provided such options and other similar securities are granted or issued with an exercise price not less than the Offering Price; (ii) the exercise of outstanding warrants; (iii) obligations of the Corporation in respect of existing agreements; or (iv) the issuance of securities by the Corporation in connection with acquisitions in the normal course of business; (hv) shall use the net proceeds cause each of the Offering senior officers and directors to enter into an agreement in favour of the Agents pursuant to which he, she or it shall covenant and agree that he, she or it will not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or any securities convertible into or exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period of 90 days after the Closing Date, without the prior written consent of the Lead Agent, on behalf of the Agents, such consent not to be unreasonably withheld, it being acknowledged and subject to agreed that such agreement shall not apply in respect of the qualifications described in Class A convertible restricted voting shares of the Prospectus under the heading “Use of Proceeds”Corporation pledged by Xx. Xxxx; and (iw) shallpromptly do, as soon as practicablemake, use its commercially reasonable efforts execute or deliver, or cause to receive all necessary consents be done, made, executed or delivered, such further acts, documents and things for the purpose of giving effect to this Agreement and the transactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to with the Underwriter Underwriters that the CorporationCorporation will: (a) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the distribution of the Units, copies of any filings made by the Corporation or the Subsidiary of information relating to the Offering with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; (b) promptly provide to the Underwriters and their counsel, during the period commencing on the date hereof and until completion of the distribution of the Units, drafts of any press releases and other public documents of the Corporation relating to the Corporation, the Subsidiary or the Offering for review by the Underwriters and their counsel prior to issuance, and give the Underwriters and their counsel a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws, and each such press release contain substantially the following legend, and shall comply with Rule 135e under the U.S. Securities Act: “NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.”; (c) promptly inform the Underwriters in writing during the period prior to the completion of the distribution of the Units of the full particulars of: (i) any material change (whether actual, anticipated, contemplated or proposed by, or threatened), financial or otherwise, in the assets, liabilities (contingent or otherwise), business, affairs, prospects, operations, Intellectual Property, cash flow or capital of the Corporation and its Subsidiary, taken as a whole; (ii) any material fact which has arisen or has been discovered which would have been required to have been stated in the Offering Documents had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents, as the case may be; or (iii) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact or any new material fact) contained in any of the Offering Documents or whether any event or state of facts has occurred after the date of this Agreement, which, in any case, is of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents including as a result of any of the Offering Documents containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not false or misleading in the light of the circumstances in which it was made, which would result in any Offering Document not complying with applicable Canadian Securities Laws or U.S. Securities Laws, as the case may be, or which would reasonably be expected to have an effect on the market price or value of the Common Shares; (d) advise the UnderwriterUnderwriters, promptly after receiving notice or obtaining knowledge thereof, of during the time when the Preliminary Prospectus, Final Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter of each such filing and copies of such receipts; (b) shall period prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry distribution of the Underwriter and its counsel may conductUnits, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: : (i) the issuance by any Securities RegulatorsCommission, the SEC or similar regulatory authority of any order suspending or preventing the use of the Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purposeOffering Document; and (ii) the suspension of the qualification of the Units in any of the Qualifying Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any such purposes; (iv) any requests made by any Securities Commission, the SEC or similar regulatory authority for amending or supplementing any of the Offering Documents or for additional information; or (v) the receipt by the Corporation of any material communication communication, whether written or oral, from any Securities Regulators Commission, the SEC or other similar regulatory authority or any stock exchange, relating to the Prospectus or distribution of the Offering; (d) shall Units, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i(i) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon quickly as is reasonably practicablepossible; (e) comply with Section 6.5 and 6.6 of NI 41-101 and with the comparable provisions of the other relevant Canadian Securities Laws. The Corporation will promptly prepare and file with the Securities Commissions in the Qualifying Jurisdictions any Supplementary Material which in the opinion of the Underwriters and the Corporation, each acting reasonably, may be necessary or advisable, and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution. If the Corporation and the Underwriters in good faith disagree as to whether a change, fact or event requires the filing of any Supplementary Material in compliance with Section 6.5 or Section 6.6 of NI 41-101, the Corporation will prepare and file promptly at the request of the Underwriters any Supplementary Material which, in the opinion of the Underwriters, acting reasonably, may be necessary or advisable. Upon receipt of any Supplementary Material the Underwriters shall, as soon as possible, send such Supplementary Material to purchasers of the Units; (f) deliver to the Underwriters prior to the filing of the Amended and Restated Preliminary Prospectus and Prospectus, a copy thereof signed and certified as required by the applicable Canadian Securities Laws; (g) advise the Underwriters, promptly after receiving notice thereof, of the time when the Amended and Restated Preliminary Prospectus, the Prospectus, any Marketing Materials and any Supplementary Material has been filed and receipts therefor (if any) have been obtained pursuant to the Canadian Securities Laws and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of such receipts; (h) deliver without charge to the Underwriters, as soon as practicable, and in any event no later than noon (PST) on the Business Day immediately following the date of issuance of the receipt (or for delivery locations outside of Toronto, on the second Business Day) in the case of the Prospectus, and thereafter from time to time during the distribution of the Units, in such cities as the Underwriters shall notify the Corporation twenty-four hours before the delivery date (of forty-eight hours before the delivery date for locations outside of Toronto), as many commercial copies of the Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Private Placement Memorandum and any Supplementary Materials the Underwriters may reasonably request for the purposes contemplated by Canadian Securities Laws. Each delivery of the Amended and Restated Preliminary Prospectus, the Prospectus, the U.S. Private Placement Memorandum and any Supplementary Materials shall constitute consent by the Corporation to the use by the Underwriters and other investment dealers and brokers of such documents in connection with the distribution of the Units contemplated hereunder, subject to the provisions of applicable Law and the provisions of this Agreement; (i) use the net proceeds of the Offering in the manner specified in the Prospectus; (j) file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Common Shares (including, for greater certainty, the Warrant Shares) to be listed on the CSE; (k) prior to the Closing Date, make all necessary arrangements that are within the control of the Corporation for the electronic deposit of the Common Shares and Warrants comprising the Units pursuant to the non-certificated issue system of CDS on the Closing Date. All fees and expenses payable to CDS and/or the Transfer Agent in connection with the electronic deposit and the fees and expenses payable to CDS and/or the Transfer Agent in connection with the initial or additional transfers as may be required in the course of the distribution of the Units shall be borne by the Corporation; (l) until the expiry date of the Warrants, use its commercially reasonable efforts to remain (i) a corporation validly subsisting under the laws of British Columbia, provided that the Corporation shall not be required to comply with the terms of this Section 8(l) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “distributing corporation” (within the meaning of the Business Corporations Act (British Columbia)); (ii) licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary; and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction;‌ (m) until the expiry date of the Warrants, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) under Canadian Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the Applicable such Canadian Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstandingLaws, other than in a business combination the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Lawstransaction; (fn) shall until the expiry date of the Warrants, use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges CSE or such other another recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstandingin Canada, other than in a business combination the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Lawstransaction; (go) shall duly execute and deliver the Warrant Indenture and the Compensation Warrant Certificate (if any) at the Closing Time, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (p) use its commercially reasonable efforts to fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 5 hereof; (q) ensure that at the Closing Time the Warrants are duly and validly created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the Warrant Indenture; (r) ensure that, at all times prior to the until the expiry date of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the exercise of the Warrants; (s) ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares issuable upon the exercise of the Warrants shall, upon issuance in accordance with terms thereof, be duly issued as fully paid and Broker non-assessable Common Shares; (t) ensure that at the Closing Time the Compensation Warrants are duly and validly created, authorized and issued and shall have attributes corresponding in all material respects to the description set forth in the Compensation Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and Certificates; (u) ensure that the NASDAQ be properly notified Common Shares issuable upon the exercise of the listing Compensation Warrants shall, upon issuance in accordance with the terms thereof, be duly issued as fully paid and non- assessable Common Shares; (v) ensure that at all times prior to the expiry of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Compensation Warrants a sufficient number of Common Shares and Broker Warrant Shares on are reserved for issuance upon the NASDAQ such that such securities are listed on due exercise of the NASDAQ by Compensation Warrants; (w) for the period of 90 days following the Closing Date (the “Standstill Period”), not to, without the prior written consent of Eight, issue, agree to issue or announce any intention to issue, any additional debt, Common Shares or any securities convertible into or exchangeable for shares of the Corporation, except in respect of: (i) the grant of stock options and Overother similar issuances pursuant to the stock option plans, other employee incentive plans of the Corporation or any other employee incentive arrangements for directors, officers, employees and consultants; (ii) issuances in connection with the exchange, transfer, conversion or exercise rights of existing outstanding options, warrants, convertible debentures and other securities or existing commitments to issue securities; (iii) the issuance of securities as consideration pursuant to one or more arm’s length acquisition(s); and (iv) the filing a base shelf prospectus provided that the Corporation does not qualify the issuance of any Common Shares or any securities convertible into or exchangeable for shares of the Corporation thereunder during the Standstill Period; (x) use its best efforts to cause each of the senior officers and directors, and each of such senior officers’ and directors’ associates and affiliates, to enter into a lock-Allotment up agreement in favour of the Underwriters pursuant to which he, she or it shall covenant and agree that he, she or it will not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or any securities convertible into or exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation for a period of 90 days after the Closing Date, as applicable; (h) shall use without the net proceeds prior written consent of Eight, on behalf of the Offering in the manner and Underwriters, such consent not to be unreasonably withheld or delayed, provided that such lock-up agreement shall be subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”customary and reasonable carve-outs, exceptions and exclusions; and (iy) shallpromptly do, as soon as practicablemake, use its commercially reasonable efforts execute or deliver, or cause to receive all necessary consents be done, made, executed or delivered, such further acts, documents and things for the purpose of giving effect to this Agreement and the transactions contemplated herein.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have when any Dual Prospectus Receipt has been obtained pursuant to and when the Passport System Registration Statement becomes effective, and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies a copy of each such receiptsDual Prospectus Receipt; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order or any halt in trading relating suspending the effectiveness of the Registration Statement, or, to the Common Shares or knowledge of the institution or threat Corporation, the threatening of any proceedings for that purpose; andsuch order; (ii) the issuance by any Canadian Securities Commission, the SEC, the TSX or the NYSE of any order having the effect of ceasing or suspending the Distribution of the Offered Shares or the trading in any securities of the Corporation, or of the institution or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose; (iii) any requests made by any Canadian Securities Commission or the SEC for amending or supplementing any of the Offering Documents or any Issuer Free Writing Prospectus or for additional information; or (iv) the receipt of any material communication (written or oral) from any Canadian Securities Regulators Commission, the SEC, the TSX or the NYSE or any other Governmental Authority or competent authority relating to the Prospectus Offering Documents or the Offering; (d) shall Distribution of the Offered Shares. and the Corporation will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicableat the earliest possible time; (ec) shall The Corporation will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions obtain conditional approval for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Offered Shares on the Exchanges or such other recognized stock exchange or quotation system as TSX and the Underwriter may approveNYSE, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all each case by the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issueClosing Time, subject only to Standard the Additional Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (hd) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, but in any event not later than eighteen months after the Effective Time, the Corporation will make generally available to its security holders an earnings statement or statements of the Corporation and its Subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) the Corporation will use its commercially reasonable efforts to receive all necessary consents the net proceeds from the Offering for the purposes described in the Offering Documents. (2) Prior to the transactions completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (3) Except as contemplated hereinby this Agreement, the Corporation will not, without the prior written consent of RJL (not to be unreasonably withheld) on behalf of the Underwriters, directly or indirectly issue, offer, pledge, purchase, sell, grant any option, right or warrant to purchase or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, during the period from the date hereof and ending 60 days following the Closing Date; provided that, notwithstanding the foregoing, the Corporation may (i) issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, or other equity plan in effect on the date hereof; (ii) issue Common Shares issuable upon the conversion, exchange or exercise of convertible securities including warrants or options, outstanding on the date hereof; and (iii) issue up to 250,000 Common Shares in connection with investments in or acquisitions of exploration properties. In addition, the Corporation shall not file a prospectus under Canadian Securities Laws or a registration statement under the U.S. Securities Act in connection with any transaction by the Corporation or any Person that is prohibited pursuant to the foregoing, except pursuant to the Offering and for registration statements on Form S-8 relating to employee benefit plans.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Commission, the SEC, the TSX-V or the NYSE American of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) any requests made by any Canadian Securities Commission or the receipt SEC for amending or supplementing any of the Offering Documents or any material communication from any Securities Regulators or other authority relating to the Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (d)(i) above or subparagraph (d)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof at the earliest possible time; (c) the Corporation will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX-V by the Closing Time, subject only to the Standard Listing Conditions, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE American by the Closing Time, subject only to the official notice of issuance; (d) as soon as is reasonably practicable;, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders and to the Lead Underwriter an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) shall the Corporation will use the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (3) During the period commencing on the date hereof and ending on the date which is 90 days following the Closing Date, not, without the prior written consent of the Lead Underwriter, which consent will not be unreasonably withheld or delayed, directly or indirectly issue, negotiate, announce or agree to sell or issue any common shares or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation, other than issuances (i) as contemplated in this Agreement; (ii) pursuant to the grant of convertible awards in the normal course pursuant to the Corporation's employee equity incentive plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Corporation outstanding on the date hereof; (iii) an issuance of options or securities in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision); or (iv) if applicable, pursuant to the participation right granted to Coeur Mining, Inc. under an investor rights agreement dated November 25, 2019; (4) The Corporation will use its commercially reasonable efforts to maintain cause each of its status as a “reporting issuer” directors and senior officers to enter into lock-up agreements in form and substance satisfactory to the Lead Underwriter, evidencing their agreement to not, without the consent of the Lead Underwriter, which consent shall not be unreasonably withheld or delayed, offer, sell, or resell (or the equivalent thereofannounce any intention to do so) not in default any securities of the requirements Corporation held by them or agree to or announce any such offer or sale for a period of 90 days following the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstandingClosing Date, other than in connection with a business combination third party take-over bid made to all holders of Common Shares or a similar transaction where acquisition of all of the outstanding Common Shares and other than securities sold to satisfy tax obligations on the exercise of convertible securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or held by such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated hereinperson.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Regulators or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Regulators, the SEC, the TSX or the NYSE American of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) the receipt of any material communication from requests made by any Canadian Securities Regulators or other authority relating to the SEC for amending or supplementing any of the Offering Documents or any Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicableat the earliest possible time; (ec) shall the Corporation will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (or obtain the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the conditional listing of the Common Offered Shares on the Exchanges or such other recognized stock exchange or quotation system as TSX by the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issueClosing Time, subject only to Standard Listing Conditionsthe official notice of issuance, and that the NASDAQ be properly notified of Corporation will use its best efforts to have the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Offered Shares listed and Broker Warrant Shares admitted and authorized for trading on the NASDAQ such that such securities are listed on the NASDAQ NYSE American by the Closing Date and Over-Allotment Closing Date, as applicableTime; (hd) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) the Corporation will use its commercially reasonable efforts to receive all necessary consents the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the transactions completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Regulators and the SEC pursuant to Applicable Securities Laws. (3) Except as contemplated hereinby this Agreement, the Corporation will not, without the prior written consent of the Lead Underwriters (not to be unreasonably withheld) on behalf of the Underwriters, directly or indirectly issue, offer, pledge, sell, contract to sell, contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement under which the Corporation would acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, during the period from the date hereof and ending 90 days following the Closing Date; provided that, notwithstanding the foregoing, the Corporation may (i) grant 50,000 employee stock options pursuant to an existing commitment, (ii) grant deferred share units of the Company to certain directors of the Company on December 31, 2021 pursuant to an existing commitment, (iii) issue Common Shares issuable upon the conversion, exchange or exercise of convertible or exchangeable securities or the exercise of warrants or options outstanding on the date hereof. In addition, the Corporation shall not file a prospectus under Canadian Securities Laws or a registration statement under the U.S. Securities Act in connection with any transaction by the Corporation or any person that is prohibited pursuant to the foregoing, except as pursuant to the Offering and for registration statements on Form S-8 relating to employee benefit plans.

Covenants of the Corporation. (1) The Corporation hereby covenants to the Underwriter Agents, and acknowledges that each of them is relying on such covenants in connection with the Corporationarrangement of sale of the Offered Securities, that it will: (a) shall promptly provide to the Agents and their counsel, during the period commencing on the date hereof and until completion of the distribution of the Initial Shares, drafts of any filings to be made with any securities exchange or regulatory body in Canada or the United States or any other jurisdiction by the Corporation or the Subsidiaries of information relating to the Offering or pursuant to the Corporation’s or the Subsidiaries’ continuous disclosure obligations under applicable Canadian Securities Laws for review by the Agents and their counsel prior to filing, and give the Agents and their counsel a reasonable opportunity to provide comments on such filing, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws or U.S. Securities Laws; (b) advise the UnderwriterAgents, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final Prospectus and any Prospectus Amendment Supplementary Material has been filed with and receipts therefor from the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators Commissions have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Agents of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter Agents, promptly after receiving notice or obtaining knowledge of, and provide the Underwriter with copies of, any written communications relating to: : (i) the issuance by any Securities Regulators, Commission of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease suspending or seeking to suspend the trading or stop order or any halt in trading relating to of the Common Shares or the institution or threat of any proceedings for that purposeOffered Securities; and (ii) the receipt suspension of the qualification of the Offered Securities for distribution in any of the Qualifying Provinces; (iii) the institution, threatening or contemplation of any material communication from proceeding for any such purposes; or (iv) any requests made by any Securities Regulators Commission for amending or other authority relating to supplementing any of the Prospectus Offering Documents or the Offering; (d) shall for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order or any suspension respectively referred to in Section 6(c)(i(i) or (ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof promptly or if any such suspension occurs, to promptly remedy such suspension in accordance with this Agreement; (d) prior to the Closing Date or Option Closing Date, as soon applicable, make all reasonable arrangements that are within the control of the Corporation for the electronic deposit of the Common Shares comprising the Initial Shares and Additional Shares, as is reasonably practicablethe case may be, pursuant to the non-certificated issue system of CDS on the Closing Date or Option Closing Date, as applicable. All fees and expenses payable to CDS and/or the Transfer Agent in connection with the electronic deposit and the fees and expenses payable to CDS in connection with the initial or additional transfers as may be required in the course of the distribution of the Initial Shares and Additional Shares shall be borne by the Corporation; (e) shall use its commercially reasonable efforts to maintain remain, and to cause each of the Subsidiaries to remain, until the day following the Option Closing Date, a corporation validly subsisting under the laws of its jurisdiction of incorporation or amalgamation, and to be duly licensed, registered or qualified as an extra-provincial or foreign corporation or entity in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and to carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction, provided that this clause shall not be construed as limiting or restricting the directors from complying with their fiduciary obligations to the Corporation, or the Corporation from completing a consolidation, amalgamation, merger, arrangement, business combination, sale of all or substantially all of the Corporation’s assets, takeover bid, merger or other similar transaction; (f) use its commercially reasonable efforts to maintain: (i) its status as a “reporting issuer” (or the equivalent thereof) under Canadian Securities Laws and not in default of the requirements any requirement of the Applicable Securities Laws of each of the such Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws;, until the day following the Option Closing Date; and (fii) shall use its commercially reasonable efforts to maintain the listing of the Common Shares issuable pursuant to the Offering on the Exchanges TSX-V or such other recognized stock exchange or quotation system as Xxxx USA, on behalf of the Underwriter Agents, may approve, approve (acting reasonably), for as long as any Warrants and/or Broker Warrants remain outstandinguntil the day following the Option Closing Date, other than in a business combination or similar transaction where all provided that (A) the outstanding securities foregoing is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation; and (B) the Corporation have been exchanged for cash shall not be required to comply with this Section 10 following the completion of an arrangement, business combination, sale of all or substantially all of the securities of another issuer which is a reporting issuer under any Applicable Securities LawsCorporation’s assets, take-over bid, merger or other similar transaction; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use apply the net proceeds from the issue and sale of the Offering Offered Securities in accordance with the manner and subject to the qualifications described in the Prospectus disclosure set out under the heading “Use of Proceeds”; and” in the Final Prospectus, subject to any qualifications set out therein; (h) deliver to the Agents, as soon as practicable after the Final Prospectus and any Supplementary Material are prepared, the U.S. Placement Memorandum, incorporating the Final Prospectus or Supplementary Material, as the case may be, prepared for use in connection with the offer and sale of the Offered Securities to purchasers that are, or are acting for the account or benefit of, persons in the United States and U.S. Persons in compliance with the provisions of Schedule A; (i) shallprior to the Closing Date or Option Closing Date, as soon the case may be, will promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as practicable, use its commercially reasonable efforts the Agents may reasonably require from time to receive all necessary consents to time for the purpose of giving effect this Agreement and the transactions contemplated hereinhereby, including to the Offering, and take all such steps as may be reasonably required within its power to implement to the full extent the provisions, and to satisfy the conditions, of this Agreement as it relates to the sale and issuance of Offered Securities; (j) on or before the time of filing the Final Prospectus provide to the Agents a copy of the conditional listing approval of the Common Shares on the TSX-V; (k) forthwith notify the Agents of the breach of any covenant of this Agreement in any material respect by the Corporation, or upon the Corporation becoming aware that any representation or warranty of the Corporation contained in this Agreement or any document, instrument, certificate or other agreement delivered pursuant hereto is or was untrue or inaccurate in any material respect at the time such representation or warranty was made; (l) subject to compliance with Canadian Securities Laws, not, at any time prior to the Closing of the Offering, halt the trading of the Common Shares on the TSX-V without the prior written consent of Xxxx USA, on behalf of the Agents (such consent not to be unreasonably withheld or delayed); (m) ensure that, at the Closing Time, the Common Shares are duly authorized and validly created and, upon receipt of full payment therefor, are issued as fully paid and non-assessable shares in the capital of the Corporation and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Prospectus; (n) prior to the Closing Date or Option Closing Date, as the case may be, make available management of the Corporation for meetings with investors as scheduled by the Agents, acting reasonably; (o) for the period of 30 days following the Closing Date, not to, directly or indirectly, offer, issue, sell or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation without the prior written consent of Xxxx USA (such consent not to be unreasonably withheld), except in conjunction with: (A) the grant or exercise of stock options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, provided any such securities are issued with an exercise price that is not less than the Issue Price; (B) the exercise of outstanding warrants; (C) obligations of the Corporation in respect of existing agreements; (D) the issuance of securities in connection acquisitions in the normal course of business; and (E) the issuance of securities to strategic investors. (p) prior to the Closing Time on the Closing Date, cause each of the senior officers and directors of the Corporation to enter into a lock-up undertaking in favour of the Agents pursuant to which such shareholder and each of such shareholders’ associated and affiliates shall agree, for a period of 30 days after the Closing Date, not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership thereof, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, other than: (A) in connection with the payment of withholding taxes upon exercise of outstanding stock options; or (B) in order to accept a bona fide take-over bid made to all securityholders of the Corporation or similar business combination transaction; and

Covenants of the Corporation. The Corporation hereby covenants to the Underwriter Agent that the Corporation: (a) shall will advise the UnderwriterAgent, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final Prospectus and any Prospectus Amendment Supplementary Material has been filed with the Canadian Securities Regulators, and Passport Receipts for the filings with the Canadian Securities Regulators receipts therefor have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Agent of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter Agent, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Regulator of any order suspending or preventing the use of any of the Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; andOffering Documents; (ii) the receipt institution, threatening or contemplation of any material communication from proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Offered Shares) has been issued by any Securities Regulators Regulator or other authority relating to the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by any Canadian Securities Regulator for amending or supplementing the Preliminary Prospectus or the Offering; (d) shall Final Prospectus, or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i8(b)(i) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as promptly; (c) will, if during the period of distribution of the Offered Shares there shall be any change in applicable Securities Laws or the occurrence of any other event which requires the filing of any Supplementary Material, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate Canadian Securities Regulator in each of the Qualifying Jurisdictions where such filing is reasonably practicablerequired; (d) will direct all enquiries from any person or entity expressing interest in participating in the Offering to the Agent; (e) shall will use best efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Agent may reasonably require from time to time for the purpose of giving effect to this Agreement and take all such steps as may be reasonably within its power to implement to its full extent the provisions of this Agreement; (f) will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Qualifying Jurisdictions for as to the date which is 36 months following the Listing Date; provided that the Company shall not be prohibited from completing any transaction which ‎‎would result in the Company ceasing to be a reporting issuer so long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for Company’s ‎shareholders: (a) receive cash or the securities ‎securities of another issuer an entity which is a reporting issuer under any Applicable Securities Laws;in Canada; or (b) have approved the ‎transaction in accordance with ‎Applicable Laws‎;‎ (fg) shall will use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges CSE or such other recognized stock exchange or quotation system as the Underwriter Agent may approve, acting reasonably, for as such approval not to be unreasonably withheld, conditioned, or delayed (and the Agent agrees that the Toronto Stock Exchange, Neo Exchange Inc. and TSX Venture Exchange are approved stock exchanges), to the date that is 36 months following the Closing Date; provided that, the Company shall not be prohibited from completing any transaction which ‎would result in the Company ceasing to be listed so long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for Company’s shareholders: (a) receive cash or the securities ‎securities of another issuer an entity which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on a stock exchange in Canada; or (b) have approved the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable‎transaction in accordance with Applicable Laws‎; (h) will use commercially reasonable efforts to remain, and to cause each Material Subsidiary to remain, a corporation validly subsisting under the laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and will carry on its business in the ordinary course and in compliance in all material respects with all Applicable Laws, rules and regulations of each such jurisdiction; (i) during the distribution of the Offered Shares, the Corporation will consult with the Agent and promptly provide to the Agent drafts of any press releases of the Corporation for review by the Agent and the Agent’s counsel prior to dissemination, and will consider, acting reasonably and in good faith, any proposed changes to any ‎such documents as the other party may reasonably require provided that the Agent shall use commercially reasonable efforts to cause any such review to be completed within one (1) Business Day; and (j) will use the net proceeds of the Offering contemplated herein in the manner and subject to the qualifications described in the Final Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated herein.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Commission, the SEC, the TSX-V or NYSE American of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) any requests made by any Canadian Securities Commission or the receipt SEC for amending or supplementing any of the Offering Documents or any material communication from any Securities Regulators or other authority relating to the Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (d)(i) above or subparagraph (d)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof at the earliest possible time; (c) the Corporation will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX-V by the Closing Time, subject only to the Standard Listing Conditions, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on NYSE American by the Closing Time, subject only to the official notice of issuance; (d) as soon as is reasonably practicable;, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders and to the Lead Underwriter an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) shall the Corporation will use the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (3) During the period commencing on the date hereof and ending on the date which is 90 days following the Closing Date, not, without the prior written consent of the Lead Underwriter, which consent will not be unreasonably withheld or delayed, directly or indirectly issue, negotiate, announce or agree to sell or issue any common shares or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation, other than issuances (i) as contemplated in this Agreement; (ii) pursuant to the grant of convertible awards in the normal course pursuant to the Corporation's employee equity incentive plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Corporation outstanding on the date hereof; (iii) an issuance of options or securities in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision); or (iv) if applicable, pursuant to the participation right granted to Coeur Mining, Inc. under an investor rights agreement dated November 25, 2019. (4) The Corporation will use its commercially reasonable efforts to maintain cause each of its status as a “reporting issuer” directors and senior officers to enter into lock-up agreements in form and substance satisfactory to the Lead Underwriter, evidencing their agreement to not, without the consent of the Lead Underwriter, which consent shall not be unreasonably withheld or delayed, offer, sell, or resell (or the equivalent thereofannounce any intention to do so) not in default any securities of the requirements Corporation held by them or agree to or announce any such offer or sale for a period of 90 days following the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstandingClosing Date, other than in connection with a business combination third party take-over bid made to all holders of Common Shares or a similar transaction where acquisition of all of the outstanding Common Shares and other than securities sold to satisfy tax obligations on the exercise of convertible securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or held by such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated hereinperson.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order or any halt in trading relating suspending the effectiveness of the Registration Statement, or, to the Common Shares or knowledge of the institution or threat Corporation, the threatening of any proceedings for that purpose; andsuch order; (ii) the receipt issuance by any Canadian Securities Commission, the SEC, the TSX or Nasdaq of any material communication from order having the effect of ceasing or suspending the Distribution of the Subordinate Voting Shares or the trading in any Securities Regulators or other authority relating securities of the Corporation or, to the knowledge of the Corporation, threatening of any proceeding for any such purpose; or (iii) any requests made by any Canadian Securities Commission or the SEC for amending or supplementing any of the Offering Documents or any Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph 10(1)(b)(i) above or subparagraph 10(1)(b)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicable; (e) shall use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents obtain the withdrawal thereof at the earliest possible time; (c) the Corporation will apply to obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject only to the transactions contemplated hereinStandard Listing Conditions, and the Corporation will comply with the notification requirements of Nasdaq, if any, in respect of the Offering which shall be completed, if necessary, by the Closing Time; (d) as soon as practicable, but in any event not later than 18 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders and to the Joint Bookrunners an earnings statement or statements of the Corporation and its Subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) the Corporation will use the net proceeds from the Offering as described in, and subject to the qualifications set out in, the Pricing Disclosure Package and the Prospectuses. (2) Prior to the completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws in connection with such Distribution. (3) During the period beginning on the Closing Date and ending on the date that is 90 days after the Closing Date, the Corporation shall not, directly or indirectly, without the prior written consent of BMO Capital Markets, which consent will not be unreasonably withheld or delayed, sell, offer to sell, issue, grant any option, warrant or other right for the sale or issuance of, or otherwise lend, transfer, assign or dispose of or issue any Subordinate Voting Shares or securities or other financial instruments exercisable or exchangeable for, convertible into, or having the right to acquire Subordinate Voting Shares or enter into any agreement or arrangement under which the Corporation acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Subordinate Voting Shares, or agree to become bound to do so, or disclose to the public any intention to do any of the foregoing, for a period of 90 days following the Closing Date other than: (a) employee stock options and other grants under security-based compensation arrangements in the ordinary course and securities issued upon the exercise or settlement thereof; (b) pursuant to the exercise of options, warrants or other convertible securities or awards under security-based compensation arrangements that are outstanding as of the date hereof; (c) shareholders’ agreements and similar agreements entered into in the ordinary course pursuant to which the Corporation or a Subsidiary grants call or put options that are payable, at the Corporation’s (or the relevant Subsidiary’s) option in any combination of Subordinate Voting Shares and/or cash; (d) in satisfaction of the exercise of call or put options that are contained in existing shareholders’ agreements and similar agreements to which the Corporation or its Subsidiaries are party and that are payable at the Corporation’s (or the relevant Subsidiary’s) option in any combination of Subordinate Voting Shares and/or cash; and (e) pursuant to the exercise of the Over-Allotment Option.

Covenants of the Corporation. The Corporation hereby covenants to with the Underwriter Agents that the CorporationCorporation shall during the period from the date of this Agreement until the first to occur of (i) the Qualification Event, (ii) the day that is six months after the Initial Closing Date, and (iii) the day that is four months and one day after the Initial Closing Date, provided that the Registration Statement was declared effective under the U.S. Securities Act prior to said date, and no stop order suspending its effectiveness has been issued by the SEC, nor is a proceeding for that purpose pending before or contemplated or threatened by the SEC: (a) promptly provide to the Agents copies of any filings made by the Corporation or the Subsidiaries of information relating to the Offering with any Securities Commissions or any regulatory body in Canada or any other jurisdiction; (b) promptly provide to the Agents drafts of any press releases and other public documents of the Corporation relating to the Offering for review by the Lead Agents prior to issuance, and give the Lead Agents a reasonable opportunity to provide comments on any such press release or other public document, subject to the Corporation’s timely disclosure obligations under applicable Canadian Securities Laws; (c) the Corporation shall have duly notified the CSE of the issuance of the Offered Securities and completed all necessary filings for the listing of the Units Shares, Warrants Shares, Agents’ Commission Shares and Agents’ Commission Warrant Shares on the CSE and the CSE shall not have objected thereto or denied the listing thereof; (d) advise the UnderwriterAgents, promptly after receiving notice or obtaining knowledge thereof, of: (1) the suspension of the time when qualification for distribution of the Preliminary ProspectusUnit Shares and Warrants comprising the Units in any of the Qualifying Jurisdictions; (2) the institution, Final Prospectus threatening or contemplation of any proceeding for any such purposes; (3) any requests made by any Securities Commission or similar regulatory authority for additional information; (4) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission or similar regulatory authority or any stock exchange, relating to the distribution of the Unit Shares and Warrants comprising Units; (5) the receipt by the Corporation of any material communication, whether written or oral, from any Securities Commission, the CSE or any other competent authority, relating to the Offering; (6) any notice or other correspondence received by the Corporation from any Governmental Authority and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsrequests from such bodies for information, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require a meeting or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access a hearing relating to the Corporation’s properties (if any), senior management personnel the Offering, the issue and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope sale of the due diligence inquiry the Underwriter and its counsel may conductSpecial Warrants, the Corporation shall also make available its directors, senior management issue and counsel to answer any questions which sale of the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectivelyPrivate Placement Units, the “Due Diligence Session”). The Underwriter shall distribute issue of the Unit Shares and Warrants comprising Units issuable upon exercise of the Special Warrants or any other event or state of affairs that could, individually, or in the aggregate, have a list of written questions in advance of each Due Diligence Session; Material Adverse Effect; or (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i7) the issuance by any Securities RegulatorsCommission, the CSE or any other competent authority, including any other Governmental Authority, of any order suspending to cease or preventing the use suspend trading or distribution of any securities of the Prospectus Corporation or any cease trading or stop order or any halt in trading relating to of the Common Shares or the institution, threat of institution or threat of any proceedings for that purpose; and (ii) the receipt purpose or any notice of investigation that could potentially result in an order to cease or suspect trading or distribution of any material communication from any Securities Regulators or other authority relating to securities of the Prospectus or the Offering; (d) shall Corporation, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 6(c)(i(1) and (7) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon quickly as is reasonably practicablepossible; (e) prior to filing the Registration Statement, file or cause to be filed with the CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that the Corporation has obtained all necessary approvals for the Underlying Shares to be listed on the CSE; (f) until the expiry date of the Warrants, use its commercially reasonable efforts to remain a corporation validly subsisting under the laws under which it is currently subsisting, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable Laws of each such jurisdiction, provided that the Corporation shall not be required to comply with the terms of this Section 7(f) following the completion of a merger, amalgamation, arrangement, business combination or take-over bid pursuant to which the Corporation ceases to be a “public company” (within the meaning of the Business Corporations Act (Ontario)); (g) other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction or following a sale of all or substantially all of the assets of the Corporation, until the expiry date of the Warrants, use commercially reasonable efforts to maintain its status as a “reporting issuer” (or under the equivalent thereof) Canadian Securities Laws of a jurisdiction of Canada, not in default of the requirements any requirement of the Applicable Securities Laws of each of the such Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (fh) shall other than in the event of an acquisition of all of the issued and outstanding Common Shares by way of take-over bid merger, amalgamation, plan of arrangement or similar transaction or following a sale of all or substantially all of the assets of the Corporation, until the expiry date of the Warrants, use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges CSE or such other another recognized stock exchange or quotation system in Canada; (i) fulfil or cause to be fulfilled, at or prior to the applicable Closing Time each of the conditions required to be fulfilled by it set out in Section 5 hereof; (j) fulfill all legal requirements to permit the creation and issuance of the Unit Shares and Warrants comprising the Units and the Agents Compensation Options at the applicable Closing Time and the issuance of the Warrants and the Compensation Units, as applicable, all as contemplated by the Underwriter Transaction Documents, and file or cause to be filed all forms, notices, documents, applications, undertakings or certificates required to be filed by the Corporation in connection with the Offering so that the distribution of such securities may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than lawfully occur without the necessity of filing a prospectus in Canada or a business combination registration statement in the United States or similar transaction where document in any other jurisdiction; (k) ensure that, the Warrants and the Agents Compensation Options shall be validly created and shall have attributes corresponding in all material respects to the outstanding securities description thereof set forth in this Agreement, the Warrant Indenture and the Agents Compensation Option Certificates; (l) ensure that, at the applicable Closing Time, the Corporation is a “reporting issuer” under Canadian Securities Laws in good standing in each of the Corporation have been exchanged for cash or Reporting Jurisdictions; (m) file the securities of another issuer which is a reporting issuer under any Applicable Investor Presentation with the applicable Canadian Securities Commissions within the time period prescribed by applicable Securities Laws; (gn) shall use its commercially reasonable efforts subject to ensure that the Unit Sharesmanagement’s discretion, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject specified in the Term Sheet attached to the qualifications described Subscription Agreement; (o) ensure that, at all times prior to the expiry date of the Warrants or date of exercise, as applicable, a sufficient number of Common Shares are allotted and reserved for issuance upon the due conversion of the Special Warrants and exercise of the Warrants, the PP Warrants, Agents Compensation Options and the Agents’ Commission Warrants in accordance with their terms; (p) for the Prospectus period of 120 days following the final Closing Date, not, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Corporation, without the prior written consent of Echelon, such consent not to be unreasonably withheld or delayed, other than in conjunction with: (i) the exchange, transfer, conversion or exercise rights of existing outstanding securities (including the Offered Securities), including, without limitation, the rights of the Corporation under existing outstanding securities to issue Common Shares in settlement of obligations thereunder; (ii) the heading “Use issuance of Proceeds”security-based incentives (including, but not limited to, stock options, restricted share units, and deferred share units) pursuant to the security-based incentive plans of the Corporation, provided such security-based incentives are granted or issued with an exercise price not less than the Issue Price; (iii) existing commitments to issue securities; (iv) the issuance of securities in connection with an arm’s length acquisition of assets and/or shares; (v) the issuance of securities as bonuses or for services rendered to directors, employees, contractors, advisors, provided such securities are issued with a deemed issuance price not less than the Issue Price; and (vi) this Agreement; (q) cause the executive officers and the directors to deliver to the Agents the Lock-Up Agreements; and (ir) shallpromptly do, as soon as practicablemake, use its commercially reasonable efforts execute or deliver, or cause to receive all necessary consents be done, made, executed or delivered, such further acts, documents and things for the purpose of giving effect to this Agreement and the transactions contemplated herein.

Covenants of the Corporation. 4.1 The Corporation hereby covenants Corporation, subject to Section 4.2 hereof, will comply with the Underwriter that requirements under the Corporation: 1933 Act, Canadian Securities Laws and other Applicable Securities Laws, and will promptly notify the Representatives, and confirm the notice in writing, of (a) shall advise the Underwritereffectiveness during the Prospectus Delivery Period of any post-effective amendment to the Registration Statement or the Prospectus or the filing of any supplement or amendment thereto, promptly after receiving (b) any request by the SEC or any Canadian Securities Regulator for any amendment or supplement to the Registration Statement or the Prospectus or for additional information, (c) the receipt of any comments from the SEC or any Canadian Securities Regulator during the Prospectus Delivery Period, and (d) the issuance by the SEC or any Canadian Securities Regulator of any stop order or of any order preventing or suspending the use of the Prospectus in respect of the Shares, of any notice thereofof objection of the SEC to the use of the form of the Registration Statement or any post-effective amendment thereto, of the time when suspension of the Preliminary Prospectusqualification of the Shares for offering or sale in the United States or the Canadian Qualifying Jurisdictions, Final of the initiation or threatening of any proceeding for any such purpose, or of any request by the SEC or the Canadian Securities Regulators for additional information relating to the Shares. The Corporation will promptly cause (a) each amendment or supplement to the U.S. Prospectus to be filed with the SEC as required pursuant the 1933 Act, and any (b) each amendment or supplement to the Canadian Prospectus Amendment has been to be filed with the Canadian Securities RegulatorsRegulators as required pursuant to Canadian Securities Laws or, and Passport Receipts for in the filings case of any document to be incorporated therein by reference, to be filed with the Canadian Securities Regulators have been obtained as required pursuant to the Passport System and will provide evidence reasonably satisfactory to Canadian Securities Laws, within the Underwriter of each such filing and copies of such receipts; (b) shall prior to the Closing Time and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided hereintime period prescribed. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry the Underwriter and its counsel may conduct, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith advise the Underwriter of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Securities Regulators, of any order suspending or preventing the use of the Prospectus or any cease trading or stop order or any halt in trading relating to the Common Shares or the institution or threat of any proceedings for that purpose; and (ii) the receipt of any material communication from any Securities Regulators or other authority relating to the Prospectus or the Offering; (d) shall use its commercially reasonable best efforts to prevent the issuance of any stop order referred to in Section 6(c)(i) above and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. 4.2 During the Prospectus Delivery Period, the Corporation will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement, or any amendment, supplement (including any prospectus supplement) or revision to the Prospectus or the Disclosure Package, whether pursuant to the 1933 Act, the 1934 Act, Canadian Securities Laws or otherwise, will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall forthwith take reasonably object (it being agreed that all reasonable steps references in this Agreement to information which is “contained,” “included” or “stated” (or other references of like import) in the Registration Statement or the Prospectus shall be deemed to mean and include all such information which is or is deemed to be incorporated by reference in or otherwise deemed under the Applicable Securities Laws to be a part of or included in the Registration Statement or the Prospectus, as the case may be, prior to the Initial Sale Time; and all references in this Agreement to amendments or supplements to the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is deemed to be incorporated therein by reference or otherwise deemed to be a part of or included in the Registration Statement, the U.S. Base Prospectus or the U.S. Prospectus, as the case may be after the Initial Sale Time. 4.3 On the date of execution of this Agreement and no later than 11:00 p.m. New York City time, the Corporation shall deliver or cause to be delivered (i) to the Representatives, without charge, a signed copy of the Canadian Prospectus (in both the English and French languages), the U.S. Prospectus and the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement and the Prospectus as originally filed with the SEC and the Canadian Securities Regulators, as applicable, and each amendment thereto, in each case including all exhibits and consents filed therewith and (B) during the Prospectus Delivery Period, as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. 4.4 The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the SEC or available on SEDAR. 4.5 The Corporation shall deliver to each of the Underwriters, without charge, as many copies of (i) the U.S. Preliminary Prospectus and (ii) the Canadian Preliminary Prospectus Supplement (in both the English and French languages) as such Underwriter may reasonably request, and the Corporation hereby consents to the use of such copies for purposes permitted by the 1933 Act, Canadian Securities Laws or the other Applicable Securities Laws. The Corporation will furnish to each Underwriter, without charge, during the Prospectus Delivery Period, such number of copies of the U.S. Prospectus and the Canadian Prospectus (in both the English and French languages) as such Underwriter may reasonably request. 4.6 The Corporation will comply in all material respects with all requirements imposed upon it by the 1933 Act, the 1934 Act and by Canadian Securities Laws so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Registration Statement, the Disclosure Package and the U.S. Prospectus. If, at any time during the Prospectus Delivery Period, any event shall occur or condition shall exist as a result of which it is able necessary, in the opinion of counsel for the Underwriters or for the Corporation to take amend the Registration Statement or the Prospectus in order that the Registration Statement or the Prospectus, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Disclosure Package or the U.S. Prospectus in order that the Disclosure Package or the U.S. Prospectus, as the case may be, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the Initial Sale Time or at the time it is delivered or conveyed to a purchaser, not misleading, or if it shall be necessary, in the opinion of either such counsel, at any such time to amend the Registration Statement and which the Prospectus or amend or supplement the Disclosure Package or the U.S. Prospectus, as the case may be, in order to comply with the requirements of any law, the Corporation will (1) notify the Representatives of any such event, development or condition and (2) promptly prepare and file with the SEC and the Canadian Securities Regulators, such amendment or supplement as may be necessary to correct such statement or desirable omission or to make the Registration Statement, the Disclosure Package or the U.S. Prospectus comply with such law, and the Corporation will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. 4.7 During the Prospectus Delivery Period, the Corporation shall file, on a timely basis, with the Canadian Securities Regulators, the Securities Commissions, the TSX and the NYSE all reports and documents required to be filed under the Applicable Securities Laws. 4.8 The Corporation also covenants with each Underwriter that, without the prior written consent of Xxxxxx Xxxxxxx, it will not, and will not publicly disclose an intention to, for a period of 60 days from the date of this Agreement, (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (b) enter into any swap or other arrangement that transfers to another, in order whole or in part, any of the economic consequences of ownership of Common Shares, whether any such transaction described in clause (A) or (B) above is to obtain be settled by delivery of Common Shares or such other securities, in cash or otherwise or (c) file any prospectus or registration statement with the withdrawal thereof OSC or the SEC relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. The restrictions contained in the foregoing sentence shall not apply to (1) the Shares to be issued and sold hereunder, (2) the issuance by the Corporation of Common Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as soon described in the Prospectus, (3) the issuance by the Corporation of any option to acquire Common Shares or other award, right or grant pursuant to the Corporation’s stock option plan, performance and restricted share unit plan, employee share purchase plan or director’s deferred share unit plan existing on the date hereof and described in the Registration Statement, the Prospectus or the Disclosure Package, and the issuance of Common Shares in connection with the exercise or vesting of any such options, awards rights or grants; or (4) the issuance by the Corporation of any Common Shares pursuant to its dividend reinvestment plan described in the Registration Statement, the Prospectus or the Disclosure Package. 4.9 The Corporation will prepare a final term sheet containing only a description of the Offering, in a form approved by the Underwriters and attached as Exhibit B hereto, and will file such term sheet with the SEC pursuant to Rule 433(d) under the 1933 Act within the time required by such rule (such term sheet, the “Final Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. 4.10 The Corporation represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the 0000 Xxx) required to be filed by the Corporation with the SEC or retained by the Corporation under Rule 433 under the 1933 Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of any Issuer Free Writing Prospectus included in Annex I to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Corporation agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping. The Corporation consents to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act, and (b) contains only (i) information describing the preliminary terms of the offering of Shares, (ii) information permitted by Rule 134 under the 1933 Act, (iii) pricing information or (iv) information that describes the final terms of the Offering and that is included in the Final Term Sheet of the Corporation contemplated in Section 4.9. From the date of commencement of the distribution of the Shares to the date such distribution ceases, each Underwriter will not make use of any “bluesheet” or provide any other marketing materials in respect of the Shares without the approval of the Corporation and Xxxxxx Xxxxxxx and no “standard term sheet” (as defined in NI 41-101) in respect of the Shares will be provided by them to any potential investors of the Shares without the approval of the Corporation and Xxxxxx Xxxxxxx. For clarity, the Corporation and Xxxxxx Xxxxxxx, on behalf of the Underwriters, have approved the use of standard term sheets (as defined in NI 41-101) dated October 9, 2019 and October 10, 2019, each in respect of the Offering. 4.11 The Corporation agrees that it has not and will not distribute during the term of this Agreement, any “marketing materials” in connection with the offering and sale of the Shares other than the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus reviewed and consented to by the Underwriters, provided that the Underwriters, severally and not jointly, covenant with the Corporation not to take any action that would result in the Corporation being required to file with the Canadian Securities Regulators any “marketing materials” that otherwise would not be required to be filed by the Corporation, but for the action of the Underwriters. For clarity, the Corporation and Xxxxxx Xxxxxxx, on behalf of the Underwriters, have approved the template version (as such term is defined in NI 41-101) of the investor presentation for the Offering dated October 7, 2019 (in the English and French languages), as incorporated by reference in the Canadian Prospectus Supplement. 4.12 The Corporation agrees to pay the required Canadian Securities Regulators and SEC filing fees relating to the Shares and any other fees required by the Canadian Securities Regulators within the time required by and in accordance with Applicable Securities Laws. 4.13 The Corporation has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably practicable;be expected to cause or result in, under the Canadian Securities Laws, stabilization or manipulation of the price of the Shares to facilitate the sale or resale of the Shares, except for purchases by insiders of the Corporation in accordance with relief obtained or to be obtained by the Corporation from the requirements of OSC Rule 48-501 – Trading during Distributions, Formal Bids and Share Exchange Transactions, and the Corporation has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act, stabilization or manipulation of the price of the Shares to facilitate the sale or resale of the Shares. (e) 4.14 The Corporation shall apply the net proceeds received by it from the sale of the Shares substantially in the manner described under the caption “Use of Proceeds” in the Preliminary Prospectus and the Prospectus. 4.15 The Corporation shall use its best efforts to ensure that members of management are available to provide assistance to the Underwriters, as requested by the Underwriters, with respect to the marketing of the Shares. 4.16 The Corporation shall use commercially reasonable efforts to maintain its status as a “reporting issuer” (or apply for the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions Shares to be listed and posted for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares trading on the Exchanges or such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares NYSE and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that at the NASDAQ be properly notified Time of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated hereinClosing.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Regulators or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Regulators, the SEC, the TSX or the NYSE of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) the receipt of any material communication from requests made by any Canadian Securities Regulators or other authority relating to the SEC for amending or supplementing any of the Offering Documents or any Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as is reasonably practicableat the earliest possible time; (ec) shall the Corporation will use its commercially reasonable best efforts to maintain its status as a “reporting issuer” (or obtain the equivalent thereof) not in default of the requirements of the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the conditional listing of the Common Offered Shares on the Exchanges or such other recognized stock exchange or quotation system as TSX by the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issueClosing Time, subject only to Standard Listing Conditionsthe official notice of issuance, and that the NASDAQ be properly notified of Corporation will use its best efforts to have the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Offered Shares listed and Broker Warrant Shares admitted and authorized for trading on the NASDAQ such that such securities are listed on the NASDAQ NYSE by the Closing Date and Over-Allotment Closing Date, as applicableTime; (hd) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders an earnings statement or statements of the Corporation and its Subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) the Corporation will use its commercially reasonable efforts to receive all necessary consents the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the transactions completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Regulators and the SEC pursuant to Applicable Securities Laws. (3) Except as contemplated hereinby this Agreement, the Corporation will not, without the prior written consent of the Lead Underwriters (not to be unreasonably withheld) on behalf of the Underwriters, directly or indirectly issue, offer, pledge, sell, contract to sell, contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer, lend or dispose of directly or indirectly, any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement under which the Corporation would acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, during the period from the date hereof and ending 90 days following the Closing Date; provided that, notwithstanding the foregoing, the Corporation may issue (i) Common Shares issuable upon the conversion, exchange or exercise of convertible or exchangeable securities or the exercise of warrants or options outstanding on the date hereof; (ii) securities in connection with the Corporation’s stock option plan and equity-based share unit plan existing on the date hereof or any successor plans thereto and the issuance of Common Shares in connection with the exercise or vesting of any such options, awards rights or grants, and the sale of Common Shares upon exercise or vesting of 358,500 options owned by Xxxx Xxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxxxxxxx and 371,910 performance share units owned by Xxxx Xxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxx, Xxxxxxxxx Xxxx and Xxxx Xxx; and (iii) any Common Shares issued in connection with the Acquisition pursuant to the terms of the Definitive Agreement. In addition, the Corporation shall not file a prospectus under Canadian Securities Laws or a registration statement under the U.S. Securities Act in connection with any transaction by the Corporation or any person that is prohibited pursuant to the foregoing, except as pursuant to the Offering and for registration statements on Form S-8 relating to employee benefit plans.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Underwriter that the CorporationUnderwriters that: (a) shall the Corporation will advise the UnderwriterUnderwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, Final each Offering Document or Issuer Free Writing Prospectus and any Prospectus Amendment has been filed with the Canadian Securities Regulatorsfiled, and Passport Receipts for the filings with the Canadian Securities Regulators have been obtained pursuant to the Passport System and will provide evidence reasonably satisfactory to the Underwriter Underwriters of each such filing and copies of such receiptsfiling; (b) shall prior to between the Closing Time date hereof and the Over-Allotment Closing Time, allow the Underwriter and its counsel to conduct all due diligence which the Underwriter may reasonably require or consider necessary or appropriate in order to fulfill the Underwriter’s obligations as registrants to complete the Offering as provided herein. The Corporation will provide to the Underwriter and its counsel reasonable access to the Corporation’s properties (if any), senior management personnel and corporate, financial and other records, for the purposes date of conducting such due diligence. Without limiting the scope completion of the due diligence inquiry Distribution of the Underwriter and its counsel may conductOffered Shares, the Corporation shall also make available its directors, senior management and counsel to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held prior to the Closing Date and any Over-Allotment Closing Date, if applicable (collectively, the “Due Diligence Session”). The Underwriter shall distribute a list of written questions in advance of each Due Diligence Session; (c) shall forthwith will advise the Underwriter Underwriters, promptly after receiving notice or obtaining knowledge thereof, of, and provide the Underwriter with copies of, any written communications relating to: (i) the issuance by any Canadian Securities Regulators, Commission or the SEC of any order suspending or preventing the use of any of the Prospectus Offering Documents or any cease trading or Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, or, to the knowledge of the Corporation, the threatening of any such order; (ii) the issuance by any Canadian Securities Commission, the SEC, the TSX-V or NYSE American of any halt in trading relating to order having the effect of ceasing or suspending the Distribution of the Common Shares or the trading in any securities of the Corporation, or of the institution or threat or, to the knowledge of the Corporation, threatening of any proceedings proceeding for that any such purpose; andor (iiiii) any requests made by any Canadian Securities Commission or the receipt SEC for amending or supplementing any of the Offering Documents or any material communication from any Securities Regulators or other authority relating to the Issuer Free Writing Prospectus or for additional information; and the Offering; (d) shall Corporation will use its commercially reasonable best efforts to prevent the issuance of any order referred to in Section 6(c)(isubparagraph (d)(i) above or subparagraph (d)(ii) above and, if any such order is issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof at the earliest possible time; (c) the Corporation will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX-V by the Closing Time, subject only to the Standard Listing Conditions, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on NYSE American by the Closing Time, subject only to the official notice of issuance; (d) as soon as is reasonably practicable;, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the U.S. Securities Act), the Corporation will make generally available to its security holders and to the Co-lead Underwriters an earnings statement or statements of the Corporation and its subsidiaries which will satisfy the provisions of Section 11(a) of the U.S. Securities Act and Rule 158 under the U.S. Securities Act; and (e) shall the Corporation will use the net proceeds from the Offering as described in the Pricing Disclosure Package and the Prospectuses. (2) Prior to the completion of the Distribution of the Offered Shares, the Corporation will file all documents required to be filed with or furnished to the Canadian Securities Commissions and the SEC pursuant to Applicable Securities Laws. (3) During the period commencing on the date hereof and ending on the date which is 90 days following the Closing Date, not, without the prior written consent of the Co-lead Underwriters, which consent will not be unreasonably withheld or delayed, directly or indirectly issue, negotiate, announce or agree to sell or issue any common shares or securities or other financial instruments convertible into or having the right to acquire common shares of the Corporation, other than issuances (i) as contemplated in this Agreement; (ii) pursuant to the grant of convertible awards in the normal course pursuant to the Corporation’s employee equity incentive plan or issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Corporation outstanding on the date hereof; (iii) of options or securities in connection with a bona fide acquisition by the Corporation (other than a direct or indirect acquisition, whether by way of one or more transactions, of an entity all or substantially all of the assets of which are cash, marketable securities or financial in nature or an acquisition that is structured primarily to defeat the intent of this provision); or (iv) of securities in connection with the Credit Agreement (as defined below). (4) The Corporation will use its commercially reasonable efforts to maintain cause each of its status as a “reporting issuer” directors and senior officers to enter into lock-up agreements in form and substance satisfactory to the Co-lead Underwriters, evidencing their agreement to not, without the consent of the Co-lead Underwriters, which consent shall not be unreasonably withheld or delayed, offer, sell, or resell (or the equivalent thereofannounce any intention to do so) not in default any securities of the requirements Corporation held by them or agree to or announce any such offer or sale for a period of 90 days following the Applicable Securities Laws of each of the Canadian Offering Jurisdictions for as long as any Warrants and/or Broker Warrants remain outstandingClosing Date, other than in connection with a business combination third party take-over bid made to all holders of Common Shares or a similar transaction where acquisition of all of the outstanding Common Shares and other than securities sold to satisfy tax obligations on the exercise of convertible securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (f) shall use its commercially reasonable efforts to maintain the listing of the Common Shares on the Exchanges or held by such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, for as long as any Warrants and/or Broker Warrants remain outstanding, other than in a business combination or similar transaction where all the outstanding securities of the Corporation have been exchanged for cash or the securities of another issuer which is a reporting issuer under any Applicable Securities Laws; (g) shall use its commercially reasonable efforts to ensure that the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares will be conditionally approved for listing on the TSX upon their issue, subject only to Standard Listing Conditions, and that the NASDAQ be properly notified of the listing of the Unit Shares, Warrant Shares, Over-Allotment Shares, Over-Allotment Warrant Shares and Broker Warrant Shares on the NASDAQ such that such securities are listed on the NASDAQ by the Closing Date and Over-Allotment Closing Date, as applicable; (h) shall use the net proceeds of the Offering in the manner and subject to the qualifications described in the Prospectus under the heading “Use of Proceeds”; and (i) shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the transactions contemplated hereinperson.