Common use of Covenants of the Corporation Clause in Contracts

Covenants of the Corporation. The Corporation hereby covenants to the Dealers that: (a) during the period from the date hereof to the Closing Date, it will promptly notify the Dealers in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financial (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereof.

Covenants of the Corporation. The Corporation hereby covenants to Hydro One Inc. and the Dealers that:Selling Shareholder (a) during when responsible for a filing with Canadian Securities Regulators in connection with giving effect to this Agreement and the period from transactions contemplated by the date hereof to the Closing DateSupplemented PREP Prospectus, it will advise the Underwriters, promptly notify the Dealers in writing after receiving notice thereof, of the full particulars time when the Supplemented PREP Prospectus or any Supplementary Material has been filed and when the receipts in respect thereof, if applicable, have been obtained from all of any material changethe Canadian Securities Regulators, actual, anticipated, contemplated, proposed and will provide evidence satisfactory to the Underwriters of each such filing and issuance or threatened, in the business, financialdeemed issuance of receipts; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue advise the satisfaction of all conditions to the completion of the Offering and the AcquisitionUnderwriters, in each casepromptly after receiving notice or obtaining knowledge, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: : (i) the issuance by any Canadian Securities Regulator Regulator, the SEC or any other Governmental Authority state securities regulator of any order suspending or preventing the use of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Base PREP Prospectus, the Supplemented PREP Prospectus, the U.S. Placement Memorandum or any Supplementary Materials, as applicable, and will use its reasonable commercial efforts to cease or suspend trading prevent the issuance of any securities such order and, if any such order is issued, shall take all reasonable steps that it is able to take to obtain the withdrawal of the Corporation order promptly; (ii) the suspension of the qualification of the Offered Shares for distribution or sale in any of the Qualifying Jurisdictions; (iii) the institution or threat of institution threatening of any proceedings proceeding for that purpose; any of those purposes; or (iiiv) any request requests made by any Canadian Securities Regulator for an amendment or supplement to the Corporation by any Governmental Authority Prospectus, or for any information in respect of the Offeringadditional information; and (iiic) any notice it will use its reasonable commercial efforts to promptly do, make, execute, deliver or other correspondence received cause to be done, made executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to this Agreement and the transactions contemplated by the Corporation or any Supplemented PREP Prospectus (including the Pre-Closing Transactions) and take all such steps as may be reasonably within their power to implement to their full extent the provisions of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into this Agreement and the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds to the Corporation from the issuance and sale of the Notes transactions contemplated by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofSupplemented PREP Prospectus.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Dealers Underwriters that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when each Offering Document or Issuer Free Writing Prospectus has been filed, when any Dual Prospectus Receipt has been obtained and when the Registration Statement becomes effective, and will provide evidence satisfactory to the Closing Date, it will promptly notify the Dealers in writing Underwriters of the full particulars each such filing and a copy of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialeach such Dual Prospectus Receipt; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on between the date hereof and ending on the Closing Datedate of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulator Commission or any other Governmental Authority the SEC of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation Offering Documents or any Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the institution or threat Registration Statement, or, to the knowledge of institution the Corporation, the threatening of any proceedings for that purposesuch order; (ii) the issuance by any request made Canadian Securities Commission, the SEC, the TSX or the NYSE MKT of any 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, to the Corporation by knowledge of the Corporation, threatening of any Governmental Authority proceeding for any information in respect of the Offeringsuch purpose; andor (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 Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, 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 official notice of issuance, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE MKT by the Closing Time; (d) 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 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 by this Agreement, the Corporation will not, without the prior written consent of BMO Capital Markets (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 correspondence received 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) issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof and (ii) 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 of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or person that is prohibited pursuant to the Knowledge of the Corporationforegoing, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except as pursuant to the Corporation from the issuance Offering and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned for registration statements on Form S-8 relating to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofemployee benefit plans.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Dealers Underwriters that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when each Offering Document has been filed and when any Dual Prospectus Receipt has been obtained, and will provide evidence satisfactory to the Closing Date, it will promptly notify the Dealers in writing Underwriters of the full particulars each such filing and a copy of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialeach such Dual Prospectus Receipt; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on between the date hereof and ending on the Closing Datedate of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulator Commission or any other Governmental Authority the SEC of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation or Offering Documents, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the institution or threat Registration Statement, or, to the knowledge of institution the Corporation, the threatening of any proceedings for that purposesuch order; (ii) the issuance by any request made Canadian Securities Commission, the SEC, the TSX or the NYSE MKT 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 Corporation by knowledge of the Corporation, threatening of any Governmental Authority proceeding for any information in respect of the Offeringsuch purpose; andor (iii) any requests made by any Canadian Securities Commission or the SEC for amending or supplementing any of the Offering Documents or for additional information; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, 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 official notice of issuance, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE MKT by the Closing Time; (d) 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 and to the 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 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) The Corporation will promptly notify the Underwriters if the Corporation ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the Distribution of the Offered Shares within the meaning of the U.S. Securities Act and (ii) completion of the 90-day restricted period referred to in Section 11(4) hereof. (4) Except as contemplated by this Agreement, the Corporation will not, without the prior written consent of BMO (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 correspondence received 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) issue Common Shares or securities convertible into or exchangeable for Common Shares or rights involving any of the economic consequences of ownership of Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof or described in the Corporation’s management information circular dated January 3, 2017; (ii) 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; and (iii) issue Common Shares pursuant to the Amended and Restated Sprott Facility and the Liberty Facility. 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 of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or person that is prohibited pursuant to the Knowledge of the Corporationforegoing, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except as pursuant to the Corporation from the issuance Offering and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned for registration statements on Form S-8 relating to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofemployee benefit plans.

Covenants of the Corporation. (a) The Corporation hereby covenants will duly, punctually and faithfully perform all the obligations to be performed by it under the Subscription Agreements which the Corporation accepts. (b) The Corporation will use its best efforts to give effect to and complete all of its obligations under this Agreement. (c) Without limiting the scope of the due diligence inquiries the Agent may conduct, the Corporation shall make available its directors, officers, employees and other consultants to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to the Dealers that:Closing Date (the “Due Diligence Session”); the Agent shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide written responses to such questions in advance of the Due Diligence Session. (ad) during the period from the date hereof to the Closing Date, it will promptly notify the Dealers in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financial (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on with the date hereof and ending on the Closing Dateconclusion of the distribution of the Offered Shares, the Corporation will promptly inform the Dealers Agent in writing of the full particulars of: (i) any material change (actual, anticipated or threatened) in the assets, liabilities (absolute, contingent or otherwise), capital, business, operations or condition (financial or otherwise) of the Corporation, (ii) any change in any material fact contained or referred to in the Public Record, (iii) the occurrence of a material fact or event which, in any such case, is, or may be, of such a nature as to: render any part of the Public Record untrue, false or misleading in a material respect; result in a misrepresentation in any part of the Public Record, or result in any part of the Public Record not complying with Applicable Securities Laws, or (iv) the discovery by the Corporation of any misrepresentation in any part of the Public Record, provided the Corporation shall in good faith discuss with the Agent any change in circumstances (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice in writing need be given to the Agent pursuant to this section 3(d), notwithstanding this obligation, the Corporation shall be entitled to comply with Applicable Securities Laws; (e) during the period commencing with the date hereof and ending on the conclusion of the distribution of the Offered Shares, promptly inform the Agent of the full particulars of: (i) any request of any Securities Commission for any amendment to the Public Record or for any additional information which may be material to the distribution of the Offered Shares, (ii) the issuance by any Canadian Securities Regulator Commission, the Exchange or other securities commission or similar regulatory authority or by any other Governmental Authority competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and, or (iii) any notice or other correspondence received the receipt by the Corporation of any communication from any Securities Commission, the Exchange or other securities commission or similar regulatory authority or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or other competent authority relating to the Knowledge Public Record or the distribution of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the OfferingOffered Shares; (f) use the net proceeds to the Corporation from the issuance and sale of the Notes by Offered Shares to fund the Corporation will be held Corporation’s share of the exploration and used drilling programs in respect of its Pacific Rim properties in the manner specified Green River Basin in Wyoming, including its coalbed methane and conventional tight gas prospects, and the Corporation’s oil prospects in the Term SheetsWilliston Basin of Eastern Montana and Western North Dakota over the next 12 months and for general administrative purposes; (g) file a duly completed and executed Form 45-102F2 pursuant to MI 45-102 within 10 days of the Corporation will Closing Date; (h) use its best efforts to maintain its status as a “reporting issuer” or equivalent status in at least one of the Selling Jurisdictions until the date that is six months from the Closing Date; (i) during the period commencing on the date hereof and ending on the date which is 30 days following the Closing Date, promptly notify the Dealers of any notice received by the Corporation that any rating assigned provide to the Notes by DBRS LimitedAgent, Xxxxx’x Investors Servicefor review prior to the publication, Inc. filing or Fitch Ratings Limited issuance thereof any proposed document, including without limitation, any press release, annual information form, material change report or information circular, which is or may be deemed to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating part of the NotesPublic Record; (j) promptly comply with Applicable Securities Laws to the satisfaction of the Agent and the Agent’s Counsel with respect to any change or occurrence of the nature referred to in section 3(d) and take such steps, which in the Agent’s opinion, acting reasonably, may be necessary or advisable to comply with Applicable Securities Laws; (k) make all necessary arrangements with the Exchange so that the Offered Shares shall be listed and posted for trading on the Exchange as soon as practicable after the Closing Time; and (hl) promptly except for the issuance by the Corporation of options to acquire Common Shares and the issuance of Common Shares upon the exercise of such options, all in accordance with the past practices of the Corporation, from the Closing Date until the date that is 90 days following the termination Closing Date, not offer, or announce the offering of, or enter into or make or announce any agreement to issue, sell or exchange any Common Shares to the public or securities convertible or exchangeable into Common Shares without the prior consent of the Acquisition or the Separation AgreementAgent, or the determination such consent not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofbe unreasonably withheld.

Covenants of the Corporation. 4.1 The Corporation, subject to Section 4.2 hereof, will comply with the requirements under Canadian Securities Laws, and will promptly notify the Lead Underwriters, and confirm the notice in writing, of (a) the effectiveness as of the date hereof and up to and including the Time of Closing of any post‑effective amendment to the Prospectus or the filing of any supplement or amendment to the Preliminary Prospectus or any Prospectus Amendment, (b) the receipt of any comments from the Canadian Securities Regulators beginning as of the date hereof and up to and including the Time of Closing, (c) any request by the Canadian Securities Regulators for any amendment or supplement to the Prospectus or for additional information, and (d) the suspension of the qualification of the Notes for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes. The Corporation hereby covenants will promptly cause each amendment or supplement to the Dealers that:Prospectus (in the English and French languages) to be filed with the Canadian Securities Regulators as required pursuant to Canadian Securities Laws or, in the case of any document to be incorporated therein by reference, to be filed with the Canadian Securities Regulators as required pursuant to Canadian Securities Laws and within the time period prescribed. 4.2 Beginning as of the date hereof and up to and including the Time of Closing, the Corporation will give the Lead Underwriters notice of its intention to file or prepare any amendment, supplement or revision to the Prospectus, whether pursuant to Canadian Securities Laws or otherwise, will furnish the Lead Underwriters 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 Lead Underwriters or counsel for the Underwriters shall reasonably object, it being agreed that all references in this Agreement to information which is "contained", "included" or "stated" (or other references of like import) in 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 Canadian Securities Laws to be a part of or included in the Base Prospectus or the Preliminary Prospectus Supplement as at the date hereof. 4.3 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 available on SEDAR. 4.4 The Corporation shall deliver or cause to be delivered to the Underwriters, without charge, the documents set out below at the respective times indicated (except to the extent such documents have been previously delivered to the Underwriters): (a) during the period from on the date hereof to the Closing Datehereof, it will promptly notify the Dealers in writing copies of the full particulars Base Prospectus (in the English and French languages) as filed with the Canadian Securities Regulators and copies of any material change, actual, anticipated, contemplated, proposed all documents or threatenedinformation incorporated by reference therein, in the business, financialeach case which are not otherwise available on SEDAR; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to or contemporaneously, as nearly as practicable, with the Closing Date, each filing with Canadian Securities Regulators of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars ofProspectus Supplement: (i) copies of the issuance Prospectus Supplement in the English and French languages, signed as required by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purposeLaws; (ii) copies of any request made to the Corporation documents incorporated by any Governmental Authority for any information in respect of the Offeringreference therein which are not otherwise available on SEDAR; and (iii) any notice or other correspondence received confirmation from S&P that the Notes have been provisionally rated at least BB+ and confirmation from Fitch that the Notes have been provisionally rated at least BB+ by Fitch; and (c) at the time of delivery of the French language version of the Prospectus Supplement to the Underwriters pursuant to this Section 4.4: (i) an opinion of Ernst & Young LLP, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the financial statements and notes thereto of the Corporation and the related auditors’ report contained in the Prospectus, and the French language version of financial information contained in the Prospectus which is derived from such consolidated financial statements and notes thereto (collectively, the "Financial Information") is, in all material respects, a complete and proper translation of the English language version thereof; and (ii) an opinion of the Corporation's counsel in the Province of Québec, dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language version of the Prospectus, except for the Financial Information, as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof. 4.5 In the event that the Corporation is required by Canadian Securities Laws to prepare and file a Prospectus Amendment (including in the circumstances referred to in Article VI), the Corporation shall prepare and deliver promptly to the Underwriters copies of such Prospectus Amendment in the English and French languages signed and certified by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds to the Corporation from the issuance and sale of the Notes otherwise as required by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofCanadian Securities Laws.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Dealers Underwriters that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when each Offering Document or Issuer Free Writing Prospectus has been filed, when any Dual Prospectus Receipt has been obtained and when the Registration Statement becomes effective, and will provide evidence satisfactory to the Closing Date, it will promptly notify the Dealers in writing Underwriters of the full particulars each such filing and a copy of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialeach such Dual Prospectus Receipt; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on between the date hereof and ending on the Closing Datedate of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulator Commission or any other Governmental Authority the SEC of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation Offering Documents or any Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the institution or threat Registration Statement, or, to the knowledge of institution the Corporation, the threatening of any proceedings for that purposesuch order; (ii) the issuance by any request made Canadian Securities Commission, the SEC, the TSX or the NYSE MKT of any 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, to the Corporation by knowledge of the Corporation, threatening of any Governmental Authority proceeding for any information in respect of the Offeringsuch purpose; andor (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 Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, 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 official notice of issuance, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE MKT by the Closing Time; (d) 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 and to the 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) The Corporation will promptly notify the Underwriters if the Corporation ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Offered Shares within the meaning of the U.S. Securities Act and (ii) completion of the 90-day restricted period referred to in Section 11(4) hereof. (4) Except as contemplated by this Agreement, the Corporation will not, without the prior written consent of BMO (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 correspondence received 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) issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof; (ii) 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; and (iii) issue Common Shares pursuant to the Sprott Second Modification Agreement and the Liberty Modification 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 of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or person that is prohibited pursuant to the Knowledge of the Corporationforegoing, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except as pursuant to the Corporation from the issuance Offering and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned for registration statements on Form S-8 relating to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofemployee benefit plans.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Dealers Underwriters that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when each Offering Document or Issuer Free Writing Prospectus has been filed, when any Dual Prospectus Receipt has been obtained and when the Registration Statement becomes effective, and will provide evidence satisfactory to the Closing Date, it will promptly notify the Dealers in writing Underwriters of the full particulars each such filing and a copy of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialeach such Dual Prospectus Receipt; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on between the date hereof and ending on the Closing Datedate of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulator Commission or any other Governmental Authority the SEC of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation Offering Documents or any Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the institution or threat Registration Statement, or, to the knowledge of institution the Corporation, the threatening of any proceedings for that purposesuch order; (ii) the issuance by any request made Canadian Securities Commission, the SEC, the TSX or the NYSE MKT of any 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, to the Corporation by knowledge of the Corporation, threatening of any Governmental Authority proceeding for any information in respect of the Offeringsuch purpose; andor (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 Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, 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 official notice of issuance, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE MKT by the Closing Time; (d) 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 and to the 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) 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) The Corporation will promptly notify the Lead Underwriter if the Corporation ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Offered Shares within the meaning of the U.S. Securities Act and (ii) completion of the 90-day restricted period referred to in Section 11(4) hereof. (4) Except as contemplated by this Agreement, the Corporation will not, without the prior written consent of the Lead Underwriter (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 correspondence received 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) issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof and (ii) 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 of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or person that is prohibited pursuant to the Knowledge of the Corporationforegoing, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except as pursuant to the Corporation from the issuance Offering and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned for registration statements on Form S-8 relating to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofemployee benefit plans.

Covenants of the Corporation. The Corporation hereby covenants to the Dealers thatUnderwriters that the Corporation: (a) during will file the period from Final Prospectus and other documents required under the applicable Securities Laws with the Securities Regulators on or before October 15, 2018, or such earlier or later date hereof as agreed to by the Closing Date, it will promptly notify Corporation and the Dealers in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatenedUnderwriters, in the businesswriting, financialand obtain a receipt therefor; (b) will advise the Corporation will use its reasonable best efforts to fulfilUnderwriters, at or prior promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Closing Date, Passport System and will provide evidence reasonably satisfactory to the Underwriters of each such filing and copies of the conditions set out in this Agreementsuch receipts; (c) it will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (i) the suspension of the qualification of the Units or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or the issuance by any Canadian Securities Regulators of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material; (ii) the institution, threatening or contemplation of any 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 Units) that has been issued by any Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by any Canadian Securities Regulators for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information, and will use its commercially reasonable efforts to expeditiously pursue prevent the satisfaction issuance of all conditions any order referred to in (i) above and, if any such order is issued, to obtain the completion of the Offering and the Acquisition, in each case, in its controlwithdrawal thereof as quickly as possible; (d) from and including the date of this Agreement through to and including the Option Closing Time, do all such acts and things necessary to ensure that the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by the Corporation pursuant to this Agreement remain materially true and correct and not do any such act or thing that would render any representation or warrant of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; (e) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in writing, regarding the Offering without the prior consent and/or approval best interest of the RepresentativesCorporation and following which the Corporation is not a “reporting issuer”, 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 Securities Laws of each of the Qualifying Jurisdictions to the date which is 30 months following the Closing Date; (f) except to the extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not listed on the TSX, the Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares on the TSX or such other recognized stock exchange or quotation system as the Lead Underwriter, on behalf of the Dealers; provided Underwriters, may approve, acting reasonably, to the date that is 30 months following the Representatives consent to (i) Closing Date so long as the inclusion Corporation meets the minimum listing requirements of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) TSX or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator such other exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheetsquotation system; (g) during the distribution of the Units, the Corporation will consult with the Underwriters and promptly notify provide to the Dealers Underwriters drafts of any notice received press releases of the Corporation for review by the Corporation Underwriters and the Underwriters’ counsel prior to issuance, provided that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to such review will be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notescompleted in a timely manner; and (h) promptly following will use the termination net proceeds of the Acquisition or offering of Units contemplated herein in the Separation Agreement, or manner and subject to the determination not to proceed with qualifications described in the Acquisition or Prospectus under the Separation, the Corporation shall provide the Representatives, on behalf heading “Use of the Dealers, with notice thereofProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to the Dealers thatAgent that the Corporation: (a) during will advise the period from the date hereof to the Closing DateAgent, it will promptly notify the Dealers in writing of the full particulars of any material changeafter receiving notice or obtaining knowledge thereof, actual, anticipated, contemplated, proposed or threatened, in the business, financial (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority Regulators in the Qualifying Provinces of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purposeOffering Documents; (ii) the suspension of the qualification of the Offered Securities, the Broker’s Warrants and the Corporate Finance Fee Shares in any request made to of the Corporation by Qualifying Provinces or the institution, threatening or contemplation of any Governmental Authority proceeding for any information in respect of the Offeringsuch purposes; andor (iii) any notice requests made by any Securities Regulators in the Qualifying Provinces for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information, and will use its best 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; (b) 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 in the Qualifying Provinces for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a “reporting issuer” pursuant to a take-over bid or other correspondence received transaction that requires a vote by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge shareholders of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (fc) will use its commercially reasonable efforts to maintain the listing of (i) the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used in the manner specified in the Term SheetsOffered Shares; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereof.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Dealers Underwriters that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when each Offering Document or Issuer Free Writing Prospectus has been filed, when any Dual Prospectus Receipt has been obtained and when the Registration Statement becomes effective, and will provide evidence satisfactory to the Closing Date, it will promptly notify the Dealers in writing Underwriters of the full particulars each such filing and a copy of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialeach such Dual Prospectus Receipt; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on between the date hereof and ending on the Closing Datedate of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulator Commission or any other Governmental Authority the SEC of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation Offering Documents or any Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the institution or threat Registration Statement, or, to the knowledge of institution the Corporation, the threatening of any proceedings for that purposesuch order; (ii) the issuance by any request made Canadian Securities Commission, the SEC, the TSX or the NYSE MKT of any 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, to the Corporation by knowledge of the Corporation, threatening of any Governmental Authority proceeding for any information in respect of the Offeringsuch purpose; andor (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 Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, 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 official notice of issuance, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE MKT by the Closing Time; (d) 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 and to the 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) 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) The Corporation will promptly notify the Lead Underwriters if the Corporation ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Offered Shares within the meaning of the U.S. Securities Act and (ii) completion of the 90-day restricted period referred to in Section 11(4) hereof. (4) Except as contemplated by this Agreement, the Corporation will not, without the prior written consent of BMO (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 correspondence received 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) issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof and (ii) 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 of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or person that is prohibited pursuant to the Knowledge of the Corporationforegoing, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except as pursuant to the Corporation from the issuance Offering and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned for registration statements on Form S-8 relating to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofemployee benefit plans.

Covenants of the Corporation. The Corporation hereby covenants to the Dealers thatUnderwriter that the Corporation: (a) during will file the period from Final Prospectus and other documents required under the applicable Securities Laws with the Securities Regulators on or before December 9, 2019, or such earlier or later date hereof as agreed to by the Closing Date, it will promptly notify Corporation and the Dealers in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatenedUnderwriter, in the businesswriting, financialand obtain a receipt therefor; (b) will advise the Corporation will use its reasonable best efforts to fulfilUnderwriter, at or prior promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Closing Date, Passport System and will provide evidence reasonably satisfactory to the Underwriter of each such filing and copies of the conditions set out in this Agreementsuch receipts; (c) it will advise the Underwriter, promptly after receiving notice or obtaining knowledge thereof, of: (i) the suspension of the qualification of the Units or the Over-Allotment Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or the issuance by any Canadian Securities Regulators of any order suspending or preventing the use of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material; (ii) the institution, threatening or contemplation of any 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 Units) has been issued by any Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by any Canadian Securities Regulators for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information, and will use its commercially reasonable efforts to expeditiously pursue prevent the satisfaction issuance of all conditions any order referred to in (i) above and, if any such order is issued, to obtain the completion of the Offering and the Acquisition, in each case, in its controlwithdrawal thereof as quickly as possible; (d) except as required by applicable Law, it will not distribute any documents relating to from and including the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication date of this Agreement on a website through to and including the Option Closing Time, do all such acts and things necessary to ensure that the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by the Corporation pursuant to this Agreement remain materially true and correct and not do any such act or thing that would render any representation or warrant of the Takeover CodeCorporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; (e) During except to the period commencing on extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, 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 Securities Laws of each of the Qualifying Jurisdictions to the date hereof and ending on which is 36 months following the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except to the extent the Corporation from participates in a merger or business combination transaction which the issuance and sale Corporation’s board of directors determines is in the best interest of the Notes by Corporation and following which the Corporation is not listed on the TSX, the Corporation will be held and used in use its commercially reasonable efforts to maintain the manner specified in listing of the Term SheetsCommon Shares on the TSX or such other recognized stock exchange or quotation system as the Underwriter may approve, acting reasonably, to the date that is 36 months following the Closing Date so long as the Corporation meets the minimum listing requirements of the TSX or such other exchange or quotation system; (g) will file with the OTCQB all required documents and pay all required fees, and do all things required by the rules and policies of the OTCQB in order to make a market for the Warrants; (h) during the distribution of the Units, the Corporation will consult with the Underwriter and promptly notify provide to the Dealers Underwriter drafts of any notice received press releases of the Corporation for review by the Corporation Underwriter and the Underwriter’s counsel prior to issuance, provided that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to such review will be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notescompleted in a timely manner; and (hi) promptly following will use the termination net proceeds of the Acquisition or offering of Units contemplated herein in the Separation Agreement, or manner and subject to the determination not to proceed with qualifications described in the Acquisition or Prospectus under the Separation, the Corporation shall provide the Representatives, on behalf heading “Use of the Dealers, with notice thereofProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to the Dealers thatAgent that the Corporation: (a) during will file the period from Prospectus Supplement and other documents required under the applicable Securities Laws with the Securities Regulators on or before December 19, 2022, or such earlier or later date hereof as agreed to by the Closing Date, it will promptly notify Corporation and the Dealers in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatenedAgent, in the business, financialwriting; (b) will advise the Corporation will use its reasonable best efforts to fulfilAgent, at or prior promptly after receiving notice thereof, of the time when the Prospectus and any Supplementary Material has been filed pursuant to the Closing Date, Passport System and will provide evidence reasonably satisfactory to the Agent of each of the conditions set out in this Agreementsuch filing; (c) it will advise the Agent, promptly after receiving notice or obtaining knowledge thereof, of: (i) the suspension of the qualification of the Units or the Agent’s Option for offering, sale, issuance, or grant, as applicable, in any jurisdiction, or the issuance by any Canadian Securities Regulators of any order suspending or preventing the use of the Prospectus or any Supplementary Material;‌ (ii) the institution, threatening or contemplation of any 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 Units) has been issued by any Securities Regulator or the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by any Canadian Securities Regulators for amending or supplementing the Prospectus or for additional information, and will use its commercially reasonable efforts to expeditiously pursue prevent the satisfaction issuance of all conditions any order referred to in (i) above and, if any such order is issued, to obtain the completion of the Offering and the Acquisition, in each case, in its controlwithdrawal thereof as quickly as possible; (d) except as required by applicable Law, it will not distribute any documents relating to from and including the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication date of this Agreement on a website through to and including the Option Closing Time, do all such acts and things necessary to ensure that the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by the Corporation pursuant to this Agreement remain materially true and correct and not do any such act or thing that would render any representation or warrant of the Takeover CodeCorporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; (e) During except to the period commencing on extent the Corporation participates in a merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, 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 Securities Laws of each of the Offering Jurisdictions to the date hereof and ending on which is 60 months following the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except to the extent the Corporation from participates in a merger or business combination transaction which the issuance and sale Corporation’s board of directors determines is in the best interest of the Notes by Corporation and following which the Corporation will be held and used in is not listed on the manner specified in CSE, use its commercially reasonable efforts to maintain the Term Sheetslisting of the Common Shares on the CSE or such other recognized stock exchange or quotation system as the Agent may approve, acting reasonably, to the date that is 60 months following the Closing Date so long as the Corporation meets the minimum listing requirements of the CSE or such other exchange or quotation system; (g) during the distribution of the Units, will consult with the Agent and promptly provide to the Agent drafts of any press releases of the Corporation will promptly notify the Dealers of any notice received for review by the Corporation Agent and the Agent’s counsel prior to issuance, provided that any rating assigned such review will be completed in a timely manner (in addition, any press release announcing or otherwise referring to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. Offering shall include an appropriate notation on each page in substantially the following form: “NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.”); (h) file or Fitch Ratings Limited is cause to be lowered filed with the CSE all necessary documents and take or cause to be taken all necessary steps to ensure that such rating agency has under surveillance or reviewthe Common Shares issuable in connection with the Offering (including, with possible negative implicationsfor greater certainty, its rating of the NotesWarrant Shares and Unit Shares) to be listed on the CSE; and (hi) promptly following will use the termination net proceeds of the Acquisition or offering of Units contemplated herein in the Separation Agreement, or manner and subject to the determination not to proceed with qualifications described in the Acquisition or Prospectus under the Separation, the Corporation shall provide the Representatives, on behalf heading “Use of the Dealers, with notice thereofProceeds”.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Dealers thatAgents that the Corporation: (a) during will advise the period from Agents, promptly after receiving notice thereof, of the date hereof time when the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained (including, in respect of the Final Prospectus, the Final Passport Decision Document) and will provide evidence reasonably satisfactory to the Closing DateAgents, it will promptly notify the Dealers in writing acting reasonably, of the full particulars each such filing and copies of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialsuch receipts; (b) until the distribution of the Offered Securities has been completed, will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Regulatory Authority of any order suspending or preventing the use of any of the Offering Documents; (ii) the suspension of the qualification of the Offered Securities for distribution in any of the Offering Jurisdictions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iii) any requests made by any Regulatory Authority for an amendment or supplement to the Final Prospectus or for additional information, 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 of any such order as quickly as possible; (c) until the distribution of the Offered Securities has been completed, will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization or manipulation of the price of the securities of the Corporation to facilitate the sale or resale of any of the Offered Securities or otherwise; (d) will use its reasonable best efforts to fulfilmaintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Securities Laws of at least one of the Offering Jurisdictions which have such a concept to the date that is at least 18 months following the date of issuance of any Warrant Shares issuable upon exercise of the Warrants; (e) for a period of a least 18 months following the date of issuance of any Warrant Shares issuable upon exercise of the Warrants, remain a validly subsisting corporation licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdictions where the character of the properties owned or leased by the Corporation or the nature of the activities conducted by the Corporation make such licensing, registration or qualification necessary and shall carry on the business thereof in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction; (f) maintain the listing of the Common Shares on the TSX-V or such other recognized stock exchange and the status thereof as a reporting issuer not in default under the securities legislation of each of the Reporting Jurisdictions, for a period of at least 18 months following the date of issuance of any Warrant Shares issuable upon exercise of the Warrants; (g) fulfill all legal requirements to permit the creation, issue, offering and sale of the Offered Securities, the creation and issue of the Compensation Options and the issue of the Warrant Shares and Compensation Option Shares as contemplated in this Agreement including, without limitation, compliance with the Securities Laws of the Offering Jurisdictions to enable the Offered Securities to be offered for sale and sold to the Purchasers and the Compensation Options to be issued to the Agents pursuant to the Final Prospectus; (h) will ensure that the Unit Shares and the Flow-Through Shares issuable on the Closing shall be duly issued as fully paid and non-assessable Common Shares; (i) will execute and deliver the Warrant Indenture and the certificates representing the Warrants (the “Warrant Certificates”) at the Time of Closing, and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (j) will ensure that the Warrants are duly and validly created, authorized and issued and have attributes corresponding in all material respects to the description set forth in this Agreement, the Prospectus and the Warrant Indenture; (k) will ensure that at all times prior to the Closing Dateexpiry thereof, sufficient Warrant Shares are allotted and reserved for issuance upon the due exercise of the Warrants; (l) will ensure that the Warrant Shares issuable upon exercise of the Warrants shall, upon issuance in accordance with the terms set out in the Warrant Certificates and Warrant Indenture, be duly issued as fully paid and non-assessable Common Shares; (m) will ensure that the Compensation Option Shares issuable upon exercise of the Compensation Options shall, upon issuance in accordance with the terms set out in the certificates representing the Compensation Options, be issued as fully paid and non-assessable Common Shares; (n) will apply the proceeds from the issue and sale of the Offered Securities in accordance with the disclosure set out under the heading “Use of Proceeds” in the Final Prospectus; (o) will, to the extent that any Units are sold in the United States or to U.S. Persons, file such notices with the SEC and state securities regulatory authorities as are required under the U.S. Securities Act and applicable state securities laws; (p) shall incur Qualifying Expenses in an amount equal to the Commitment Amount on or before the Termination Date in accordance with the Subscription Agreement and renounce to the Purchasers of the Flow-Through Shares, with an effective date no later than December 31, 2010, Qualifying Expenses in an amount equal to the Commitment Amount; (q) will deliver to each Purchaser of the Flow-Through Shares, within the time period prescribed by the Tax Act, the relevant Prescribed Forms, fully completed and executed, renouncing to each such Purchaser Qualifying Expenses in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2010 and shall timely file such Prescribed Forms with the relevant tax authorities; (r) shall ensure that the expenses to be renounced by the Corporation to the Purchasers of the Flow-Through Shares: (i) will be Qualifying Expenses on the effective date of the renunciation; (ii) will not include expenses that are (1) “Canadian exploration and development overhead expenses” (as defined in the regulations to the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation, (2) amounts which constitute specified expenses that are a cost of, or for the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, (3) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of “expense” in subsection 66(15) of the Tax Act or (4) any assistance received by the Corporation of the type described in paragraph 66(12.6)(a) of the Tax Act; (iii) will not include any amount that has previously been renounced by the Corporation to the Purchasers or to any other person; (iv) would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Purchasers; and (v) will not be subject to any reduction under subsection 66(12.73) of the Tax Act; (s) will refrain from entering into transactions or taking deductions which would be likely to reduce its cumulative CEE to an extent that would preclude a renunciation of Qualified Expenses under the Subscription Agreements in an amount equal to the Commitment Amount; (t) will not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualifying Expenses to each Purchaser of the Flow-Through Shares in an amount equal to the Commitment Amount; (u) if the Corporation receives, or becomes entitled to receive, any government assistance which is described in paragraph (a) of the definition of “excluded obligation” in proposed subsection 6202.1(5) of the regulations to the Tax Act and the receipt of or entitlement to receive such government assistance has or will have the effect of reducing the Qualifying Expenses renounced to a Purchaser of the Flow-Through Shares hereunder to less than the Commitment Amount, the Corporation shall incur additional Qualifying Expenses so that it may renounce to the Purchaser Qualifying Expenses in an amount not less then the Commitment Amount; (v) will file with the CRA the form prescribed by subsection 66(12.68) of the Tax Act, together with a copy of the form of the Subscription Agreement pursuant to which the Flow-Through Shares were issued in accordance with and within the time period prescribed by the Tax Act; (w) if the Corporation does not renounce to the Purchasers of the Flow-Through Shares, effective on or before December 31, 2010, Qualifying Expenses equal to the Commitment Amount, the Corporation shall indemnify and hold harmless the Purchasers of the Flow-Through Shares and each of the conditions set partners thereof if any Purchaser is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay in settlement thereof to the Indemnified Person an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of “excluded obligation” in proposed subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure, on or before the 20th Business Day following the date the amount is determined. In the event that the CRA (or similar provincial tax authority) reduces the amount renounced by the Corporation to the Purchasers of the Flow-Through Shares pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation), the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person, an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of “excluded obligation” in proposed subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. For certainty, the foregoing indemnity shall have no force or effect and the Purchasers of Flow-Through Shares shall not have any recourse or rights of action to the extent that such indemnity, recourse or rights of action would otherwise cause the Flow-Through Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act; (x) will keep proper books, records and accounts of all Qualifying Expenses and all transactions affecting the amount of Qualifying Expenses to be renounced to Purchasers of the Flow-Through Shares, and upon reasonable notice, to make such books, records and accounts available for inspection and audit by or on behalf of such Purchasers; (y) shall maintain its status as a “principal-business corporation” as defined in subsection 66(15) of the Tax Act until such time as all of the Qualifying Expenses required to be renounced under the Subscription Agreements have been incurred and validly renounced pursuant to the Tax Act; (z) shall incur and renounce Qualifying Expenses pursuant to this Agreement and all other agreements with other persons providing for the issue of Flow-Through Shares entered into by the Corporation on the Closing Date (collectively, the “Other Agreements”) pro rata by number of Flow-Through Shares issued or to be issued pursuant thereto before incurring and renouncing Qualifying Expenses pursuant to any other agreement which the Corporation has entered into or shall enter into with any person with respect to the issue of Flow-Through Shares. The Corporation shall not, without the prior written consent of the Agents (such consent not to be unreasonably withheld) enter into any other agreement which would prevent or restrict its ability to renounce Qualifying Expenses to the Purchaser in the amount of the Commitment Amount. If the Corporation is required under the Tax Act to reduce Qualifying Expenses previously renounced to the Purchaser, the reduction shall be made pro rata by number of Flow-Through Shares issued or to be issued pursuant to this Agreement to the reduction made under the Other Agreements but the Corporation shall not reduce Qualifying Expenses renounced to the Purchaser under this Agreement until it has first reduced to the extent possible all CEE renounced to persons other than the Purchaser and the Purchasers under the Other Agreements; (aa) shall use the Commitment Amount for an exploration program on certain interests in mineral resource properties situated in the Province of Québec for the purpose of determining the existence, location, extent and quality of the mineral resources located thereon; (bb) shall perform and carry out all of the acts and things to be completed by it as provided in this Agreement;, unless waived by the Agents; and (ccc) it will use its commercially reasonable efforts to expeditiously pursue promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the satisfaction Agents may reasonably require from time to time for the purpose of all conditions giving effect to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in and take all such steps as may be reasonably within its power to implement to their full extent the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication provisions of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereof.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Dealers Underwriters that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when each Offering Document or Issuer Free Writing Prospectus has been filed, when any Dual Prospectus Receipt has been obtained and when the Registration Statement becomes effective, and will provide evidence satisfactory to the Closing Date, it will promptly notify the Dealers in writing Underwriters of the full particulars each such filing and a copy of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialeach such Dual Prospectus Receipt; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on between the date hereof and ending on the Closing Datedate of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulator Commission or any other Governmental Authority the SEC of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation Offering Documents or any Issuer Free Writing Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the institution or threat Registration Statement, or, to the knowledge of institution the Corporation, the threatening of any proceedings for that purposesuch order; (ii) the issuance by any request made Canadian Securities Commission, the SEC, the TSX or the NYSE MKT of any 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, to the Corporation by knowledge of the Corporation, threatening of any Governmental Authority proceeding for any information in respect of the Offeringsuch purpose; andor (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 Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, 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 official notice of issuance, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE MKT by the Closing Time; (d) 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 and to the 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) The Corporation will promptly notify the Underwriters if the Corporation ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Offered Shares within the meaning of the U.S. Securities Act and (ii) completion of the 90-day restricted period referred to in Section 11(4) hereof. (4) Except as contemplated by this Agreement, the Corporation will not, without the prior written consent of BMO (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 correspondence received 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) issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof, (ii) 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 and (iii) issue Common Shares pursuant to the Sprott Facility. 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 of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or person that is prohibited pursuant to the Knowledge of the Corporationforegoing, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except as pursuant to the Corporation from the issuance Offering and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned for registration statements on Form S-8 relating to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofemployee benefit plans.

Covenants of the Corporation. The Corporation hereby covenants to the Dealers thatAgents that the Corporation: (a) during from and including the period date of this Agreement through to and including the Closing Time, will advise the Agents, promptly after receiving notice or obtaining knowledge thereof, of: (i) 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 Securities) has been issued by any securities regulatory authority or any stock exchange or the institution, threatening or contemplation of any proceeding for any such purposes; or (ii) any requests made by any securities regulatory authority or any stock exchange for additional information, and will use its commercially reasonable efforts to prevent the issuance of any order, ruling or determination referred to in (i) above and, if any such order, ruling or determination is issued, to obtain the withdrawal thereof as quickly as possible; (b) from and including the date of this Agreement through to and including the Closing Time, do all such acts and things necessary to ensure that the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by the Corporation pursuant to this Agreement remain materially true and correct and not do any such act or thing that would render any representation or warrant of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; (c) from and including the date of this Agreement through to and including the Closing Time, will consult with the Agents and promptly provide to the Co-Lead Agents, on behalf of the Agents, drafts of any press releases of the Corporation for review by the Co-Lead Agents, on behalf of the Agents, and the Agents' counsel prior to issuance, and shall obtain the prior approval of the Co-Lead Agents, on behalf of the Agents, as to the content and form of any press release prior to issuance, provided that any such approval will not be unreasonably withheld or delayed; (d) will fulfill all legal requirements to permit the creation, issue, offering and sale of the Offered Securities as contemplated in this Agreement including, without limitation, compliance with the Securities Laws of the Selling Jurisdictions to enable the Offered Securities to be offered for sale and sold to the Agents. (e) will ensure that the Unit Shares are duly and validly issued as fully paid and non-assessable Common Shares; (f) will ensure that the Unit Warrants have been validly created and issued and that the Warrant Shares issuable upon the exercise of the Unit Warrants have been validly allotted for issuance by the Corporation and, upon the payment of the exercise price therefor and issue thereof, will be validly issued as fully paid and non-assessable shares; (g) will ensure that the necessary regulatory and third party consents and approvals, including from the date hereof TSXV, in respect of the Offering are obtained on or prior to the Closing Date; (h) will make all necessary filings and pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement; (i) will execute and file with the Canadian Securities Regulators all forms, it will promptly notify notices and certificates required to be filed by the Dealers in writing Corporation pursuant to Canadian Securities Laws within the applicable time frame pursuant to Canadian Securities Laws, including, for certainty, Form 45-106F1 of the full particulars of NI 45-106 and any material changeother forms, actual, anticipated, contemplated, proposed or threatened, notices and certificates set forth in the business, financialopinions delivered to the Agents pursuant to the closing conditions set forth in Section 2.8 hereof. (bj) the Corporation will use its commercially reasonable best efforts to fulfilmaintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the Securities Laws in the Reporting Jurisdictions until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Corporation from completing any transaction (an "Excluded Transaction") which would result in the Corporation ceasing to be a "reporting issuer" so long as the holders of the Common Shares receive securities of an entity which is listed on a recognized stock exchange in North America, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and securities laws and stock exchange rules and policies; (k) will use its commercially reasonable efforts to remain listed for trading on the TSXV until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Corporation from completing any Excluded Transaction; (l) will use the net proceeds of the Offering of Offered Securities contemplated herein for the exploration and development of the Corporation's TLC Project, Falchani Project and the Macusani Project and for working capital and general corporate purposes; and (m) will fulfil or cause to be fulfilled, at or prior to the Closing DateTime, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofSection 2.8.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Dealers Underwriters that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when each Offering Document has been filed and when any Dual Prospectus Receipt has been obtained, and will provide evidence satisfactory to the Closing Date, it will promptly notify the Dealers in writing Underwriters of the full particulars each such filing and a copy of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialeach such Dual Prospectus Receipt; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on between the date hereof and ending on the Closing Datedate of completion of the Distribution of the Offered Securities, the Corporation will advise the Underwriters, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulator Commission or any other Governmental Authority the SEC of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation Offering Documents, the Canadian Warrant Prospectus or the U.S. Warrant Prospectus, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the institution or threat Registration Statement, or, to the knowledge of institution the Corporation, the threatening of any proceedings for that purposesuch order; (ii) the issuance by any request made Canadian Securities Commission, the SEC, the TSX or the NYSE American of any order having the effect of ceasing or suspending the Distribution of the Offered Securities or the issuance of the Warrant Shares or the trading in any securities of the Corporation, or of the institution or, to the Corporation by knowledge of the Corporation, threatening of any Governmental Authority proceeding for any information in respect of the Offeringsuch purpose; andor (iii) any notice requests made by any Canadian Securities Commission or other correspondence received the SEC for amending or supplementing any of the Offering Documents or for additional information; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, 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 Unit Shares, the Warrant Shares and, subject to the distribution requirements of the TSX being met by the Corporation or any Underwriters, the Warrants on the TSX by the Closing Time, subject only to the official notice of its Subsidiaries from any Governmental Authority requesting informationissuance, a meeting or a hearing or commencing or threatening any investigation into and the Corporation or will use its businessbest efforts to have the Unit Shares and Warrant Shares listed and admitted and authorized for trading on the NYSE American by the Closing Time; (d) as soon as practicable, or 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 Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent Underwriters an earnings statement or otherwise), results of operations or prospects statements of the Corporation (on a consolidated basisand its Subsidiaries which will satisfy the provisions of Section 11(a) or the completion of the OfferingU.S. Securities Act and Rule 158 under the U.S. Securities Act; (e) prior to the Closing Time, the Warrant Agent at its principal transfer office in the City of Vancouver, British Columbia will be duly appointed as the warrant agent in respect of the Warrants; (f) the net proceeds Corporation will prepare a prospectus supplement (in the English language) relating to the Corporation from issuance of the Warrant Shares upon exercise of the Warrants in accordance with the Shelf Procedures (the “Canadian Warrant Prospectus”) and a prospectus supplement relating to the issuance and sale of the Notes Warrant Shares upon exercise of the Warrants consisting of the Canadian Warrant Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission (the “U.S. Warrant Prospectus”), and will file the Canadian Warrant Prospectus with the Canadian Securities Commissions pursuant to the Shelf Procedures and the U.S. Warrant Prospectus with the SEC pursuant to General Instruction II.L of Form F-10 immediately prior to the Closing Time (it being understood and agreed to by the Underwriters that the Canadian Warrant Prospectus will not be filed in respect of, and will not qualify any distribution of the Warrant Shares upon exercise of the Warrants in any province or territory of Canada); the Corporation will be held notify the Underwriters immediately, and used confirm the notice in writing when each of the manner specified Canadian Warrant Prospectus and U.S. Warrant Prospectus shall have been filed as described above; in addition, the Term Sheets;Corporation shall, subject to the terms and conditions of the Warrant Indenture and any actions taken by the Warrant holders thereunder, use its reasonable best efforts while any Warrants remain outstanding to maintain the effectiveness of the registration under the U.S. Securities Act of the issuance of the Warrant Shares upon the exercise of the Warrants in accordance with the Warrant Indenture; and (g) 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 Securities, 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) The Corporation will promptly notify the Dealers of any notice received by Underwriters if the Corporation that ceases to be an Emerging Growth Company at any rating assigned time prior to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating later of (i) completion of the Notes; andDistribution of the Offered Securities within the meaning of the U.S. Securities Act, (ii) completion of the 90-day restricted period referred to in Section 11(4) hereof and (iii) August 31, 2018. (h4) promptly following the termination of the Acquisition or the Separation Except as contemplated by this Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide will not, without the Representativesprior written consent of BMO (not to be unreasonably withheld), on behalf of the DealersUnderwriters, 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) issue Common Shares or securities convertible into or exchangeable for Common Shares or rights involving any of the economic consequences of ownership of Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof; (ii) 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; and (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares or rights involving any of the economic consequences of ownership of Common Shares pursuant to the Concurrent Private Placement or the participation right of HCI, as provided in the subscription agreement for the Concurrent Private Placement. 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 notice thereofany 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. (5) The Corporation agrees that the Underwriters are acting severally and not jointly (or jointly and severally) in performing their respective obligations under this Agreement and that no Underwriter shall be liable for any act, omission or conduct by any other Underwriter.

Covenants of the Corporation. The Corporation hereby covenants to and with the Dealers Underwriters (on their own behalf and on behalf of the Purchasers) that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Final Prospectus and any Supplementary Material have been filed and receipts therefor have been obtained pursuant to the Closing Date, it Passport System and will promptly notify provide evidence reasonably satisfactory to the Dealers in writing Underwriters of the full particulars each such filing and copies of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialsuch receipts; (b) the Corporation will use its reasonable best efforts to fulfiladvise the Underwriters, at promptly after receiving notice or prior to the Closing Dateobtaining knowledge thereof, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority Regulators of any order to cease suspending or suspend preventing the use of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material; (ii) the institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading of in any securities of the Corporation (including the Common Shares) that has been issued by any Canadian Securities Regulator or of the institution institution, threatening or threat of institution contemplation of any proceedings proceeding for that purposeany such purposes; or (iv) any requests made by any Canadian Securities Regulators for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information, 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; (iic) any request made to the Corporation by any Governmental Authority for any information will use its commercially reasonable efforts to maintain its status as a reporting issuer not in respect default in each of the Offering; andQualifying Jurisdictions in which it is a reporting issuer or the equivalent for a period of twenty-four months from the Closing Date; (iiid) any notice or other correspondence received by the Corporation or any will use its commercially reasonable efforts to maintain the listing of its Subsidiaries from any Governmental Authority requesting information, the Common Shares on the Exchange for a meeting or a hearing or commencing or threatening any investigation into period of twenty-four months following the Closing Date; (e) the Corporation or will use its business, or commercially reasonable efforts to ensure that the Knowledge of the Corporation, RSA, that could reasonably Compensation Warrant Shares will be expected to have a material adverse effect conditionally approved for listing on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the OfferingExchange upon their issue; (f) in the net proceeds event any person acting or purporting to act for the Corporation establishes a claim from the issuance Underwriters for any brokerage or agency fee in connection with the transactions contemplated herein, the Corporation shall indemnify and sale of hold harmless the Notes Underwriters with respect thereto and with respect to all costs reasonably incurred in the defence thereof unless such claim is made by a selling agent appointed by the Corporation will be held and used in the manner specified in the Term SheetsUnderwriters pursuant to subsection 6(b); (g) without the prior written consent of Dundee on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, the Corporation agrees not to issue, agree to issue, or announce an intention to issue, or dispose of in any way, any Common Shares or any securities convertible into or exercisable for Common Shares (except in connection with the exchange, transfer, conversion or exercise of existing outstanding securities or existing commitments to issue Common Shares), until the date that is 90 days following the Closing Date; (h) will promptly notify use the Dealers net proceeds of any notice received by the Corporation that any rating assigned Offering in the manner and subject to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has qualification described in the Prospectus under surveillance or review, with possible negative implications, its rating the heading “Use of the NotesProceeds”; and (hi) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide shall, as soon as practicable, use its commercially reasonable efforts to receive all necessary consents to the Representatives, on behalf of the Dealers, with notice thereoftransactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to with the Dealers Underwriters that, during the distribution period: (a) during it will advise the period from Underwriters, promptly after receiving notice thereof, of the date hereof time when the Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment has been filed and when the receipt(s) in respect thereof, if any, have been obtained and will provide evidence satisfactory to the Closing DateUnderwriters, it will promptly notify acting reasonably, of each filing and the Dealers in writing issuance or deemed issuance of receipts from all of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialCanadian Securities Regulators; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue advise the satisfaction of all conditions to the completion of the Offering and the AcquisitionUnderwriters, in each casepromptly after receiving notice or obtaining knowledge, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: : (i) the issuance by any Canadian Securities Regulator Regulator, U.S. securities regulator or any other Governmental Authority securities regulator of any order to cease suspending or suspend trading of any securities preventing the use of the Corporation Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment; (ii) the suspension of the qualification of the Offered Shares for distribution or sale in any of the Qualifying Jurisdictions; (iii) the institution or threat of institution threatening of any proceedings proceeding for any of those purposes; or (iv) any requests made by any Canadian Securities Regulator for amending or supplementing the Prospectus, or for additional information, and will use their best reasonable efforts to prevent the issuance of any such order and, if any such order is issued, shall take all reasonable steps that purposeit is able to take to obtain the withdrawal of the order promptly; (iic) any request made it will promptly advise the Underwriters upon obtaining the conditional approval of the TSX to the Corporation by any Governmental Authority for any information in respect listing of the OfferingOffered Shares, subject to the satisfaction of customary conditions required by such exchange; (d) it will use reasonable commercial efforts to perform its obligations under the Acquisition Agreement, subject to the terms there; (e) keep the Underwriters reasonably informed, from time to time, of the status of the Acquisition and the satisfaction of the conditions thereof; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) upon the net proceeds to the Corporation from the issuance and sale of the Notes by Acquisition Closing, the Corporation will be held and used apply the Net Distribution Proceeds substantially in accordance with the disclosure under the heading “Use of Proceeds” in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofProspectus.

Covenants of the Corporation. The Corporation hereby covenants to the Dealers thatAgents that the Corporation: (a) during will file the period from Final Prospectus and other documents required under the date hereof to applicable Securities Laws with the Closing Date, it will promptly notify the Dealers in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialSecurities Regulators as soon as practicable and obtain a receipt therefor; (b) will advise the Corporation will use its reasonable best efforts to fulfilAgents, at or prior promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Final Prospectus and any Supplementary Material has been filed and receipts therefor have been obtained pursuant to the Closing Date, Passport System and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of the conditions set out in this Agreementsuch receipts; (c) it will use its commercially reasonable efforts to expeditiously pursue advise the satisfaction of all conditions to the completion of the Offering and the AcquisitionAgents, in each casepromptly after receiving notice or obtaining knowledge thereof, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority Regulators of any order to cease suspending or suspend preventing the use of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material; (ii) the institution, threatening or contemplation of any proceeding for any such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading of in any securities of the Corporation (including the Common Shares) has been issued by any Securities Regulator or of the institution institution, threatening or threat of institution contemplation of any proceedings proceeding for that purposeany such purposes; or (iv) any requests made by any Canadian Securities Regulators for amending or supplementing the Preliminary Prospectus or the Final Prospectus or for additional information, 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; (iid) any request made from and including the date of the Agreement through to and including the Closing Time, do all such acts and things necessary to ensure that the representations and warranties of the Corporation by contained in the Agreement or any Governmental Authority for any information in respect of the Offering; and (iii) any notice certificates or other correspondence received documents delivered by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or pursuant to the Knowledge of the Corporation, RSA, Agreement remain materially true and correct and not do any such act or thing that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent would render any representation or otherwise), results of operations or prospects warrant of the Corporation contained in the Agreement or any certificates or documents delivered by it pursuant to the Agreement materially untrue or incorrect; (on e) except to the extent the Corporation participates in a consolidated basis) merger or business combination transaction which the Corporation’s board of directors determines is in the best interest of the Corporation and following which the Corporation is not a “reporting issuer”, will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the completion equivalent thereof) not in default of the Offeringrequirements of the Securities Laws of each of the Qualifying Jurisdictions to the date which is 24 months following the Closing Date; (f) the net proceeds except to the extent the Corporation from participates in a merger or business combination transaction which the issuance and sale Corporation’s board of directors determines is in the best interest of the Notes by Corporation and following which the Corporation is not listed on the CSE, the Corporation will be held and used in use its commercially reasonable efforts to maintain the manner specified in listing of the Term SheetsCommon Shares on the CSE or such other recognized stock exchange or quotation system as the Agents, may approve, acting reasonably, to the date that is 24 months following the Closing Date so long as the Corporation meets the minimum listing requirements of the CSE or such other exchange or quotation system; (g) during the distribution of the Units, the Corporation will consult with the Agents and promptly notify provide to the Dealers Agents drafts of any notice received press releases of the Corporation for review by the Agents and the Agents’ counsel prior to issuance, provided that any such review will be completed in a timely manner; (h) the Corporation will have made or obtained, as applicable, using commercially reasonable efforts at or prior to the Closing Time, all consents, approvals, permits, authorizations or filings as may be required by the Corporation that under applicable Securities Laws necessary for the consummation of the transactions contemplated herein, other than customary post-closing filings required to be submitted within the applicable time frame pursuant to applicable Securities Laws and the rules of the CSE; (i) the Corporation will, provided it receives payment therefor, ensure that, at the Closing Time, the Unit Shares (including any rating assigned Over-Allotment Shares) and Warrant Shares (including any Over-Allotment Warrant Shares) have been duly and validly issued as fully paid and non-assessable Common Shares; (j) the Corporation will ensure that, at the Closing Time, the Warrants and, if applicable, the Over-Allotment Warrants, shall be validly created and issued and shall have attributes corresponding in all material respects to the Notes by DBRS Limiteddescription set forth in the Warrant Indenture; (k) the Corporation will ensure that, Xxxxx’x Investors Serviceat the Closing Time, Inc. the Agent Options shall be validly created and issued and shall have attributes corresponding in all material respects to the description set forth in the certificates representing the Agent Options; (l) the Corporation will ensure, at all times following the issue of the Warrants, the Over-Allotment Warrants (if any), the Agent Options and the Agent Unit Warrants, until the expiry date thereof, that a sufficient number of applicable Common Shares are allotted and reserved for issuance upon the due exercise of the Warrants, the Over-Allotment Warrants, the Agent Options and the Agent Unit Warrants; (m) the Corporation will duly appoint the Warrant Agent as the warrant agent under the Warrant Indenture at or Fitch Ratings Limited is prior to the Closing Time; (n) the Corporation will use its commercially reasonable efforts to obtain the listing of the Unit Shares and Warrant Shares (including any Over-Allotment Shares and Over-Allotment Warrant Shares) and the Agent Unit Shares and Agent Unit Warrant Shares on the CSE prior to the Closing Date; (o) will use its commercially reasonable efforts to obtain a listing of the Warrants on the CSE promptly on or following the Closing Date, subject to satisfaction of Standard Listing Conditions, including public distribution requirements; (p) the Corporation will have, at or prior to the Closing Time, fulfilled or caused to be lowered or that such rating agency has under surveillance or reviewfulfilled, with possible negative implications, its rating each of the Notesconditions set out in Section 9 hereof; and (hq) promptly following will use the termination net proceeds of the Acquisition or Offering in the Separation Agreement, or manner and subject to the determination not to proceed with qualifications described in the Acquisition or Prospectus under the Separation, the Corporation shall provide the Representatives, on behalf heading “Use of the Dealers, with notice thereofProceeds”.

Covenants of the Corporation. (1) The Corporation hereby covenants to and agrees with the Dealers Underwriters that: (a) during the period from Corporation will advise the date hereof Underwriters, promptly after receiving notice thereof, of the time when each Offering Document has been filed and when any Dual Prospectus Receipt has been obtained, and will provide evidence satisfactory to the Closing Date, it will promptly notify the Dealers in writing Underwriters of the full particulars each such filing and a copy of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialeach such Dual Prospectus Receipt; (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on between the date hereof and ending on the Closing Datedate of completion of the Distribution of the Offered Shares, the Corporation will advise the Underwriters, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge thereof, of: (i) the issuance by any Canadian Securities Regulator Commission or any other Governmental Authority the SEC of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation or Offering Documents, including without limitation the issuance by the SEC of any stop order suspending the effectiveness of the institution or threat Registration Statement, or, to the knowledge of institution the Corporation, the threatening of any proceedings for that purposesuch order; (ii) the issuance by any request made Canadian Securities Commission, the SEC, the TSX or the NYSE MKT 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 Corporation by knowledge of the Corporation, threatening of any Governmental Authority proceeding for any information in respect of the Offeringsuch purpose; andor (iii) any requests made by any Canadian Securities Commission or the SEC for amending or supplementing any of the Offering Documents or for additional information; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph (b)(i) above or subparagraph (b)(ii) above and, if any such order is issued, 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 official notice of issuance, and the Corporation will use its best efforts to have the Offered Shares listed and admitted and authorized for trading on the NYSE MKT by the Closing Time; (d) 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 and to the 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 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) The Corporation will promptly notify the Underwriters if the Corporation ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the Distribution of the Offered Shares within the meaning of the U.S. Securities Act and (ii) completion of the 90-day restricted period referred to in Section 11(4) hereof. (4) Except as contemplated by this Agreement, the Corporation will not, without the prior written consent of BMO (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 correspondence received 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) issue Common Shares or securities convertible into or exchangeable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect on the date hereof; (ii) 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; and (iii) issue Common Shares pursuant to the Amended and Restated Sprott Facility and the Liberty Facility. 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 of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or person that is prohibited pursuant to the Knowledge of the Corporationforegoing, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds except as pursuant to the Corporation from the issuance Offering and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned for registration statements on Form S-8 relating to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofemployee benefit plans.

Covenants of the Corporation. The Corporation hereby covenants to and agrees with the Dealers Agents that: (a1) during The Corporation will advise the period Agents, promptly after receiving notice thereof, of the time when the Offering Documents have been filed and receipts, as applicable, therefor have been obtained and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of such receipts. (2) The Corporation, subject to Section 10(2) hereof, will comply with the requirements of Rule 430B, and will notify the Agents promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall have been filed or been declared effective or any amendment or supplement to the Prospectus, any Issuer Free Writing Prospectus (including the Issuer Free Writing Prospectuses on Schedule B) shall have been filed or distributed, (ii) of the receipt of any comments from the date hereof Commission, (iii) of any request by the Commission for any amendment to the Closing DateRegistration Statement or any amendment or supplement to the Prospectus, including any document incorporated by reference therein, or for additional information, including any request for information concerning any oral or written communication with potential investors and undertaken in reliance on Section 5(d) of the Securities Act, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus, or of the suspension of the qualification of the Offered Shares or the Registered Direct Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement, (v) of the occurrence of any event or development at any time when a prospectus relating to the Offered Shares or the Registered Direct Shares is (or, but for the exception afforded by Rule 172 of the Rules and Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Offered Shares or the Registered Direct Shares (the “Prospectus Delivery Period”) as a result of which the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus, as then amended or supplemented, would include any 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 when the Prospectus, the General Disclosure Package, any such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vi) if the Corporation becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Offered Shares or the Registered Direct Shares. The Corporation will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly notify file such Prospectus. The Corporation will use commercially reasonable efforts to prevent the Dealers in writing issuance of any such order suspending the effectiveness of the full particulars Registration Statement, preventing or suspending the use of any material changepreliminary prospectus, actualthe Prospectus or suspending any such qualification of the Offered Shares or the Registered Direct Shares and, anticipatedif any such order is issued, contemplatedwill use commercially reasonable efforts to obtain as soon as possible the withdrawal thereof. (3) The Corporation will comply with the Securities Act and the Rules and Regulations during the Prospectus Delivery Period so as to permit the completion of the distribution of the Offered Shares as contemplated in this Agreement and in the Registration Statement, proposed the General Disclosure Package and the Prospectus. If at any time during the Prospectus Delivery Period any event shall occur or threatenedcondition shall exist as a result of which it is necessary, in the businessopinion of counsel for the Agents or for the Corporation, financial to (bi) amend the Registration Statement in order that the Registration Statement will not include 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, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Rules and Regulations, the Corporation will promptly (A) give the Agents notice of such event, (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Agents with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Corporation shall not file or use its reasonable best efforts any such amendment or supplement to fulfil, at which the Agents or counsel for the Agents shall reasonably object unless the Corporation reasonably believes that the failure to file or use such amendment or supplement would constitute a violation of law or subject it to liability. The Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Corporation has given the Agents notice of any filings made pursuant to the Exchange Act within 48 hours prior to the Applicable Time; the Corporation will give the Agents notice of its intention to make any such filing from the Applicable Time to the Closing DateTime and will furnish the Agents with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Agents or counsel for the Agents shall reasonably object unless the Corporation reasonably believes that the failure to file or use such amendment or supplement would constitute a violation of law or subject it to liability. (4) The Corporation has delivered to the Agents, without charge, as many copies of each Preliminary Prospectus as the Agents may reasonably request on behalf of the conditions set out in this Agreement;Agents, and the Corporation hereby consents to the use of such copies for purposes permitted by the Securities Act and Canadian Securities Laws. The Corporation will furnish to the Agents, without charge, during the period when a prospectus relating to the Offered Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as the Agents may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Agents will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (c5) The Corporation will use the net proceeds received by it from the sale of the Offered Shares and the Registered Direct Shares in the manner specified in the Registration Statement, the General Disclosure Package, the Prospectus and the Canadian Offering Documents under “Use of Proceeds.” (6) The Corporation, during the period when a Prospectus relating to the Offered Shares and the Registered Direct Shares is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act. (7) During a period of 90 days from the Closing Time (the “Lock-Up Period”), the Corporation will not, without the prior written consent of the Agents, not to be unreasonably withheld or delayed, issue or sell any equity securities of the Corporation or any securities convertible into, exchangeable for, exercisable to acquire or that may be substituted for equity securities of the Corporation or any of its subsidiaries. The foregoing sentence shall not apply to (A) the grant or exercise of incentive securities pursuant to existing securities-based compensation plans, (B) any Common Shares issued by the Corporation upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement (excluding exhibits thereto), the General Disclosure Package, the Prospectus and the Canadian Offering Documents, (C) any transaction with an arm’s length third party whereby the Corporation directly or indirectly acquires shares or assets of a business that does not result in a change of control of the Corporation; (D) the Offered Shares and Registered Direct Shares; or (E) any Common Shares issued in connection with the Corporation’s current at-the-market offering (the “ATM Offering”) provided that until the end of the 15th day period following the Closing Time, the Corporation may only sell Common Shares pursuant to the ATM Offering if the trading price of the Common Shares on the NYSE American is greater than or equal to 10% more than the Offering Price. (8) The Corporation shall cooperate with the Agents and counsel for the Agents to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) U.S. Securities Laws, Canadian Securities Laws, or other foreign laws of jurisdictions designated by the Agents, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Corporation shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any jurisdiction in which it is not presently qualified or where it would be subject to taxation as a foreign corporation (except service of process with respect to the offering and sale of the Offered Shares). The Corporation will advise the Agents promptly of the suspension of the qualification or registration of (or any exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Corporation shall use its commercially reasonable efforts to expeditiously pursue obtain the satisfaction withdrawal thereof at the earliest possible moment. (9) Concurrently with the filing of all conditions the Final Prospectuses the Corporation shall also deliver or cause to be delivered to the completion Agents, concurrently with the execution of this Agreement, a “long form” comfort letter of MNP LLP, in form and substance satisfactory to the Offering Agents, acting reasonably, addressed to the Agents, and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval Board of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge Directors of the Corporation, RSA, that could reasonably be expected with respect to have a material adverse effect on the business, certain financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds and accounting information relating to the Corporation from the issuance and sale of the Notes by the Corporation will be held its Subsidiaries and used affiliates contained in the manner specified Final Prospectuses, which letter shall be in addition to the auditors’ report incorporated by reference in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofOffering Documents.

Covenants of the Corporation. (1) The Corporation hereby covenants to the Dealers Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the completion of the Offering, that: (a) during the period from Corporation will use commercially reasonable efforts to maintain its status as a “reporting issuer” (or the date hereof to equivalent thereof) not in default under the Closing Date, it will promptly notify the Dealers in writing Securities Laws of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialOffering Jurisdictions; (b) the Corporation will shall allow the Agents and their representatives to conduct all due diligence investigations regarding the Corporation and the Subsidiaries that the Agents may reasonably require to be conducted in connection with the Offering; (c) on or before the Closing Date, the Corporation shall, and shall use its reasonable effort to cause the Trustee to enter into the Indentures. The Indentures shall be in such form and shall contain such terms as shall be consistent with the description of the terms of the Debentures and Warrants, as applicable, contained in this Agreement and the Subscription Agreements, subject to such changes as may be approved by the Agents and the Corporation; (d) the Corporation shall use its best efforts to fulfilfulfill, at or prior to before the Closing Date, each of the conditions set out in this AgreementSection 7; (ce) it the Corporation shall execute and deliver at or before the Closing Date, the Operative Agreements and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation; (f) the Operative Agreements will be executed and delivered by the Corporation in compliance with the laws of its jurisdiction of incorporation and with the provisions of its certificate of incorporation and its notice of articles and articles; (g) the Corporation shall ensure that all necessary corporate action will have been taken by the Corporation to authorize the issuance of the Securities; (h) the Debentures and the Warrants that comprise the Units shall be duly and validly created, authorized and issued on payment of the Purchase Price therefor (or in the case of the Agents’ Securities, as consideration for the services performed by the Agents hereunder), such Debentures and Warrants having attributes corresponding in all material respects to the description thereof set forth in the Operative Agreements; (i) upon exercise of the Warrants, the Debentures (other than the Initial Debentures) will be duly and validly created, authorized and issued, in accordance with their terms; (j) on or prior to the Closing Date, the Corporation shall have reserved a sufficient number of Common Shares for issuance upon the conversion of the Debentures in accordance with their terms; (k) in connection with the issuance and sale of the Units (or in the case of the Agents’ Units, the issuance as consideration for the services performed by the Agents hereunder), the Corporation will execute and file with Securities Regulators all forms, notices, reports and certificates required to be filed pursuant to applicable Securities Laws within the prescribed time periods; (l) the Corporation will use its commercially reasonable efforts to expeditiously pursue maintain the satisfaction listing of the Common Shares, and any Common Shares issued upon conversion of the Debentures on the Exchange or another recognized stock exchange or quotation system following the Closing Date, provided that this covenant shall not apply in the event the Corporation completes the sale of all conditions or substantially of its assets to the completion a third party or its Common Shares (and any Common Shares that are issued upon conversion of the Offering Debentures) are subject to a take-over or similar change of control transaction that is successfully completed and results in one person holding all of the Acquisition, in each case, in its controloutstanding voting securities of the Corporation; (dm) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on until the Closing Date, the Corporation will advise the Agents, promptly inform the Dealers of the full particulars after receiving notice or obtaining knowledge of: : (i) the issuance by any Canadian Securities Regulator imposition of cease trading or similar orders affecting the Units or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation Corporation, or the securities of the institution Subsidiaries, or threat of institution the institution, threatened or in contemplation, of any proceedings proceeding for that any such purpose; ; and (ii) any request made by any Securities Regulators. The Corporation will use its best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (n) the Corporation will not, directly or indirectly, offer, issue, sell or grant 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 Lead Agent, 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 by any Governmental Authority for any information and other share compensation arrangements; (ii) the exercise of outstanding warrants; (iii) obligations of the Corporation in respect of existing agreements; (iv) the Offeringconversion of the Debentures; or (v) the issuance of securities by the Corporation in connection with acquisitions in the normal course of business, including the Previously Announced Acquisitions; (o) proceeds from the sale of the Units will be used to cover the costs, or a portion thereof, of the Previously Announced Acquisitions as well as for general purposes and administration costs of the Corporation; and (iiip) any notice or other correspondence received by if the minimum Offering is raised and the Corporation or any does not complete the Offering through no fault of its Subsidiaries from any Governmental Authority requesting informationthe Agents, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to agrees that it will retain the Knowledge services of the Corporation, RSA, that could reasonably be expected Lead Agent with respect to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results any financing initiated within six months of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofthis Agreement (“Subsequent Financing”).

Covenants of the Corporation. The Corporation hereby covenants and agrees with the Underwriters that the Corporation: (1) will advise the Underwriters, promptly after receiving notice thereof, of the time when the Offering Documents have been filed and the Passport Receipt, as applicable, therefor has been obtained and will provide evidence satisfactory to the Dealers thatUnderwriters of each such filing and a copy of such Passport Receipt; (2) between the date hereof and the date of completion of distribution of the Securities, will advise the Underwriters, promptly after receiving notice or obtaining knowledge thereof, of: (a) during the period from issuance by any Securities Commission of any order suspending or preventing the date hereof to the Closing Date, it will promptly notify the Dealers in writing use of any of the full particulars Offering Documents, including without limitation the issuance by the SEC of any material change, actual, anticipated, contemplated, proposed or threatened, in stop order suspending the business, financialeffectiveness of the Registration Statement; (b) the suspension of the qualification of the Securities in any of the Qualifying Jurisdictions; (c) the issuance by any Securities Commission or any Exchange of any order having the effect of ceasing or suspending the distribution of the Securities 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; (d) the institution, threatening or contemplation of any proceeding for any purposes described in subparagraphs (2)(a) or (b) of this Section 9; and (e) any requests made by any Securities Commission for amending or supplementing any of the Offering Documents or for additional information; and the Corporation will use its best efforts to prevent the issuance of any order referred to in subparagraph 2(a) above or subparagraph 2(c) above and, if any such order is issued, to obtain the withdrawal thereof at the earliest possible time. (3) the Corporation will use its reasonable best efforts to fulfil, at or prior obtain the conditional listing of the Securities on the TSX and NYSE by the First Time of Closing subject only to the Closing Dateofficial notice of issuance and the Corporation will, each following the First Time of Closing, promptly satisfy all conditions to listing of the conditions set out in this AgreementTSX and NYSE; (c4) it will use its commercially reasonable efforts to expeditiously pursue immediately notify the satisfaction Underwriters, and confirm such notice in writing, of all conditions to any filing made by the completion Corporation of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents information relating to the Offering and with the Securities Commissions for the period hereof until completion of the distribution of the Securities; (5) will not make any public communicationsnot, verballydirectly or indirectly, electronically or in writing, regarding the Offering without the prior written consent and/or approval of UBS: (a) issue, offer, sell, secure, pledge, grant any option, right or warrant to purchase or otherwise lend, transfer or dispose of (or agree to do any of such things or announce any intention to do any of such things) any equity securities of the RepresentativesCorporation or any securities convertible into, on behalf or exchangeable or exercisable for, equity securities of the DealersCorporation; provided or (b) make any short sale, engage in any hedging transactions, or enter into any swap or other arrangement that the Representatives consent transfers to (i) the inclusion another, in whole or in part, any of the Dealers’ names and the summary economic consequences of the transactions contemplated ownership of Common Shares, whether any such transaction described in this Section 9(7) is to be settled by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by delivery of Common Shares, other securities, cash or otherwise, for a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the date that is 90 days after the Closing Date, except that the Corporation may (i) issue Common Shares or any such substantially similar securities or options, rights or other securities convertible into or exercisable for Common Shares pursuant to any equity incentive plan, stock ownership or purchase plan, dividend reinvestment plan or other equity plan in effect as of the date of this Agreement, (ii) issue Common Shares issuable upon the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options outstanding as of the date of this Agreement, or (iii) issue Common Shares or other securities convertible into Common Shares in connection with an acquisition 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 provided that, except in the circumstances of an unsolicited bid, any such securities issued may not be subsequently disposed of until 60 days after this the date of this Agreement; (6) agrees, unless it obtains the prior written consent of UBS Canada on behalf of the Underwriters, and each Underwriter, severally, and not jointly or jointly and severally, agrees with the Corporation that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of the Corporation and UBS Canada on behalf of the Underwriters, that the Corporation or such Underwriter, as the case may be, has not made and will not make an offer relating to the Securities that would constitute an “issuer free writing prospectus” or “free writing prospectus” as defined under Rule 433 under the U.S. Securities Act, or that would otherwise constitute an Issuer Free Writing Prospectus or Free Writing Prospectus whether or not required to be filed by the Corporation with the SEC or retained by the Corporation under Rule 433 under the U.S. Securities Act; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule “A” hereto. Any such Issuer Free Writing Prospectus or Free Writing Prospectus consented to by the Underwriters or the Corporation 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) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the U.S. Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping; (7) as soon as practicable but in any case not later than June 30, 2010, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator make generally available to its security holders an earnings statement or any other Governmental Authority of any order to cease or suspend trading of any securities statements of the Corporation or and its subsidiaries which will satisfy the provisions of Section 11(a) of the institution or threat of institution of any proceedings for that purposeU.S. Securities Act and Rule 158 thereunder; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation (on a consolidated basis) or the completion of the Offering; (f) 8) will use the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used Offering as described in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereofInitial Canadian Preliminary Prospectus.

Covenants of the Corporation. The Corporation hereby covenants to the Dealers thatAgent that the Corporation: (a) during will advise the period from the date hereof to the Closing DateAgent, it will promptly notify the Dealers in writing of the full particulars of any material changeafter receiving notice or obtaining knowledge thereof, actual, anticipated, contemplated, proposed or threatened, in the business, financial (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority Regulators of any order to cease suspending or suspend trading preventing the use of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purposeOffering Documents; (ii) the suspension of the qualification of the Offered Securities and the Compensation Warrants in any request made to of the Corporation by Qualifying Jurisdictions or the institution, threatening or contemplation of any Governmental Authority proceeding for any information in respect of the Offeringsuch purposes; andor (iii) any notice requests made by any Canadian Securities Regulators for amending or supplementing the Prospectus or for additional information, and will use its best 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; (b) 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 in the Qualifying Jurisdictions for a period of 24 months following the Closing Date, provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or substantially all of its assets or any transaction which would result in the Corporation ceasing to be a "reporting issuer" pursuant to a take-over bid or other correspondence received transaction that requires a vote by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge shareholders of the Corporation; (c) will use its commercially reasonable efforts to maintain the listing of (i) the Offered Shares; (ii) the Warrant Shares issuable upon exercise of the Warrants; (iii) the Compensation Unit Shares issuable upon exercise of the Compensation Warrants; (iv) the Compensation Warrant Shares issuable upon exercise of the Compensation Unit Warrants, RSA, that could reasonably be expected to have a material adverse effect on the businessCSE or another recognized stock exchange or quotation system for a period of at least 24 months following the Closing Date, financial condition, assets, liabilities (contingent provided that the foregoing requirement shall not prevent the Corporation from completing a sale of all or otherwise), results substantially all of operations its assets or prospects any transaction which would result in the Corporation ceasing to be a "reporting issuer" pursuant to a take-over bid or other transaction that requires a vote by shareholders of the Corporation Corporation; (d) will duly execute and deliver the Warrant Indenture and the Compensation Warrant Certificate 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; (e) will ensure that, at the Closing Time, the Offered Shares shall be duly issued as fully paid and non-assessable Common Shares on a consolidated basis) or the completion payment of the Offeringpurchase price therefor; (f) will ensure that, at the Closing Time, the Warrants and the Compensation Warrants shall be duly and validly created and issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement, the Compensation Warrants Certificates and the Warrant Indenture, as applicable; (g) will ensure that at all times following the grant of the Compensation Warrants and prior to the expiry of the Compensation Warrants, a sufficient number of Compensation Unit Shares and Compensation Unit Warrants are allotted and reserved for issuance upon the due exercise of the Compensation Warrants in accordance with their terms; (h) will ensure that at all times following the grant of the Compensation Warrants and prior to the expiry of the Compensation Unit Warrants, a sufficient number of Compensation Warrant Shares are allotted and reserved for issuance upon the due exercise of the Compensation Unit Warrants in accordance with their terms; (i) will ensure that at all times following the grant of the Warrants and prior to the expiry of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the due exercise of the Warrants in accordance with their terms; (j) will ensure that, upon due exercise of the Compensation Warrants in accordance with their terms, the Compensation Unit Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (k) will ensure that, upon due exercise of the Compensation Unit Warrants in accordance with their terms, the Compensation Warrant Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (l) will ensure that, upon due exercise of the Warrants in accordance with their terms, the Warrant Shares shall be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor; (m) will ensure ensure that the Offered Shares, the Warrant Shares, the Compensation Unit Shares and the Compensation Warrant Shares, are listed and posted for trading on the CSE and NASDAQ upon their respective dates of issuance; (i) use its commercially reasonable efforts to maintain the Warrant Agent or a substituted warrant agent in respect of the Warrants issued to the Purchasers until the exercise or expiry of all of such Warrants; (n) will use the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used Offering in the manner specified in the Term SheetsProspectus Supplement, subject to the qualifications contained therein; (go) 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 other similar issuances pursuant to the stock option plans, other employee incentive plans of the Corporation will promptly notify or any other employee incentive arrangements for directors, officers, employees and consultants; (ii) issuances in connection with the Dealers 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 notice received by Common Shares or any securities convertible into or exchangeable for shares of the Corporation thereunder during the Standstill Period; (p) use its best efforts to cause each of the senior officers and directors to enter into a lock-up agreement in favour of the Agent 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 rating assigned to hedging transaction, or enter into any form of agreement or arrangement the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited 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 Agent, such consent not to be lowered unreasonably withheld or delayed, provided that such rating agency has under surveillance or reviewlock-up agreement shall be subject to customary and reasonable carve-outs, with possible negative implications, its rating of the Notesexceptions and exclusions; and (hq) promptly following the termination of the Acquisition do, make, execute or the Separation Agreementdeliver, or cause to be done, made, executed or delivered, such further acts, documents and things for the determination not purpose of giving effect to proceed with this Agreement and the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereoftransactions contemplated herein.

Covenants of the Corporation. The Corporation hereby covenants to the Dealers that: (a) during the period from the date hereof to the Closing Date, it will promptly notify the Dealers in writing of the full particulars of any material change, actual, anticipated, contemplated, proposed or threatened, in the business, financialfinancial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Corporation or its Subsidiaries (on a consolidated basis), or to the Knowledge of the Corporation, RSA, or of any change in any material fact (b) the Corporation will use its reasonable best efforts to fulfil, at or prior to the Closing Date, each of the conditions set out in this Agreement; (c) it will use its commercially reasonable efforts to expeditiously pursue the satisfaction of all conditions to the completion of the Offering and the Acquisition, in each case, in its control; (d) except as required by applicable Law, it will not distribute any documents relating to the Offering and will not make any public communications, verbally, electronically or in writing, regarding the Offering without the prior consent and/or approval of the Representatives, on behalf of the Dealers; provided that the Representatives consent to (i) the inclusion of the Dealers’ names and the summary of the transactions contemplated by this Agreement contained in the Disclosure Materials and in the subsequent any supplementary scheme circular (if the Acquisition is implemented by a Scheme) or the offer document (if the Acquisition is implemented by a Takeover Offer), and (ii) the publication of this Agreement on a website pursuant to the Takeover Code; (e) During the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Dealers of the full particulars of: (i) the issuance by any Canadian Securities Regulator or any other Governmental Authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; (ii) any request made to the Corporation by any Governmental Authority for any information in respect of the Offering; and (iii) any notice or other correspondence received by the Corporation or any of its Subsidiaries from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into the Corporation or its business, or to the Knowledge of the Corporation, RSA, that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent Material Adverse Effect or otherwise), results of operations prevent or prospects of the Corporation (on a consolidated basis) or materially impair the completion of the Offering; (f) the net proceeds to the Corporation from the issuance and sale of the Notes by the Corporation will be held and used in the manner specified in the Term Sheets; (g) the Corporation will promptly notify the Dealers of any notice received by the Corporation that any rating assigned to the Notes by DBRS Limited, Xxxxx’x Investors Service, Inc. or Fitch Ratings Limited is to be lowered or that such rating agency has under surveillance or review, with possible negative implications, its rating of the Notes; and (h) promptly following the termination of the Acquisition or the Separation Agreement, or the determination not to proceed with the Acquisition or the Separation, the Corporation shall provide the Representatives, on behalf of the Dealers, with notice thereof.