Common use of Deliveries on Filing and Related Matters Clause in Contracts

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the Agents: (i) a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations signed and certified by the Corporation and Agents as required by Applicable Securities Laws; (ii) a copy of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection with the Offering; (iii) a “long-form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Corporation from the Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the Auditors’ consent letter and any comfort letter addressed to the Securities Regulators in the Qualifying Jurisdictions; and (iv) prior to filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations with Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Offered Shares, and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, has been made, subject only to satisfaction by the Corporation of customary post-closing filings required by the CSE and OTC (the “Standard Listing Filings”). (b) The Corporation has delivered to the Agents signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents copies of the Preliminary Prospectus, the U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and Blue Sky Registrations signed as required by Applicable Securities Laws. (d) During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation for review by the Agents. (e) The Corporation has filed with the CSE, OTC, SEC and state securities regulators, as applicable, all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicable.

Deliveries on Filing and Related Matters. (a1) The Corporation shall deliver to each of the AgentsUnderwriters: (ia) prior to the time of each filing thereof, a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, Preliminary Prospectus and the Blue Sky Registrations Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified by the Corporation and Agents as required by Applicable Canadian Securities Laws; (iib) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with, with or delivered to, the Securities Regulators Commissions by the Corporation under applicable Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); (iiic) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “"long-form” " comfort letter of Xxxxxxx Xxxxx Xxxxxx LLP dated the date of the Final Prospectus and U.S. Final Prospectus(with the requisite procedures to be completed by such auditor within two Business Days of the date of such letter), in form and substance satisfactory to the AgentsUnderwriters, acting reasonably, addressed to the Agents Underwriters and the directors and officers of the Corporation from the Auditors Corporation, with respect to certain financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review including all Documents Incorporated by the Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and Reference, which letter shall be in addition to the Auditors’ consent letter and any comfort letter addressed to the Securities Regulators auditors' report incorporated by reference in the Qualifying JurisdictionsFinal Prospectus; and (ivd) prior to the filing of the Final ProspectusProspectus with the Securities Commissions, U.S. Final Prospectus, and Blue Sky Registrations a copy of materials filed with Securities Regulators, copies of correspondence indicating that the application CSE to obtain conditional approval for the listing and posting for trading on the CSE of (i) the Offered Shares, and (ii) the Broker Additional Offered Shares, the Warrant Shares issuable upon on exercise of the Broker’s Warrants, has been madethe Additional Warrant Shares issuable on exercise of the Additional Warrants and the Broker Warrant Shares issuable on exercise of the Broker Warrants (collectively, the "Listed Securities") subject only to satisfaction by the Corporation of the customary conditions that may be satisfied post-closing filings as specified by the CSE. Unless otherwise advised in writing, such deliveries shall also constitute the Corporation's consent to the Underwriters' use of the Offering Documents in connection with the distribution of the Offered Securities in compliance with this Agreement and Securities Laws. (2) The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering the Offered Securities and the Underlying Securities, as required by the CSE and OTC (the “Standard Listing Filings”).Canadian Securities Laws; (b) The Corporation has delivered no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Agents signed copies Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii).circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation confirms that it has or will deliver to the Agents shall cause commercial copies of the Preliminary Prospectus, the Final Prospectus and the applicable U.S. Private Placement Memorandum, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Prospectus, Receipt or the Final ProspectusReceipt, as the case may be, with the Securities Commissions, but, in any event on or before noon (Vancouver time) on the second Business Day after obtaining the receipt therefor, as applicable. Such deliveries shall constitute the consent of the Corporation to the Underwriters' use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Securities in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws and of the U.S. Final Prospectus, Private Placement Memorandum for the Registration Statement, offer and Blue Sky Registrations signed as required by Applicable sale of the Offered Securities in the United States or to or for the account or benefit of U.S. Persons or persons in the United States in compliance with the provisions of this Agreement and U.S. Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters' use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Securities. (d4) During Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesSecurities, the Corporation will promptly provide to the Agents Underwriters drafts of any press releases of the Corporation for review by the AgentsUnderwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. Any press release announcing or otherwise referring to the Offering shall be disseminated only outside the United States and shall include an appropriate notation on the face page as follows: "Not for distribution to the U.S. news wire services, or dissemination in the United States. " Any such press release shall also contain disclosure substantially in the following form in accordance with Rule 135e under the U.S. Securities Act: "The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended (e) The Corporation has filed with the CSE“U.S. Securities Act”), OTC, SEC and or any U.S. state securities regulatorslaws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as applicable, all necessary documents and shall take defined under the U.S. Securities Act) absent registration or cause to be taken all necessary steps to ensure that, prior to any applicable exemption from the filing registration requirements of the Final Prospectus U.S. Securities Act and applicable U.S. Final Prospectus with Securities Regulatorsstate securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise nor shall there be any sale of the Broker’s Warrantsthese securities in any jurisdiction in which such offer, to solicitation or sale would be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicableunlawful."

Deliveries on Filing and Related Matters. (a) The Corporation Company shall deliver to the AgentsAgent: (i) prior to the filing of the Final Prospectus, a copy of the Final Prospectus, Prospectus in the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations English language signed and certified by the Corporation and Agents Company as required by Applicable the Securities Laws; (ii) a copy prior to the filing of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection the Final Prospectus with the Offering; (iii) Canadian Securities Regulators, a “long-long form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the AgentsAgent, acting reasonably, addressed to the Agents Agent and the directors of the Corporation Company from the Company’s Auditors with respect to financial and accounting information relating to the Corporation Company contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Company’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and letter, which letter shall be in addition to the Auditorsany auditors’ consent letter and any or comfort letter addressed to the Canadian Securities Regulators in the Qualifying JurisdictionsRegulators; and (iviii) prior to the filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Offered Shares, Shares and (ii) the Broker Compensation Option Shares issuable upon exercise of the Broker’s Warrants, has have been made, approved for listing subject only to satisfaction by the Corporation Company of customary post-closing filings required conditions imposed by the CSE and OTC (the “Standard Listing FilingsConditions”). (b) The Corporation has delivered Company shall also prepare and deliver promptly to the Agents Agent signed copies of all Supplementary Material, if any. The Corporation has delivered Material required to be filed by the Agents, Company in compliance with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii)Securities Laws. (c) The Corporation confirms that it has or will deliver to the Agents copies Delivery of the Preliminary Prospectus, the U.S. Final Prospectus and any Supplementary Material by the Company shall constitute the representation and warranty of the Company to the Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Agent and provided by the Agent in writing) contained in the Preliminary Prospectus, Prospectus or the Final ProspectusProspectus or any Supplementary Material, as the U.S. Final Prospectuscase may be, the Registration Statementare true and correct, in all material respects, and Blue Sky Registrations signed as contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Offered Shares; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Agent) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (iii) except with respect to any information relating solely to the Agent and provided by Applicable the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Company’s consent to the Agent’s use of the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions. (d) During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation for review by the Agents. (e) The Corporation has filed with the CSE, OTC, SEC and state securities regulators, as applicable, all necessary documents and Company shall take or cause to be taken all necessary steps to ensure that, prior to the filing commercial copies of the Final Prospectus and U.S. any Supplementary Material to be delivered to the Agent without charge, in such numbers and in such cities as the Agent may reasonably request by written instructions to the Company’s financial printer of the Final Prospectus with Securities Regulators, and any Supplementary Material given forthwith after the Corporation Agent has obtained all necessary approvals for: (i) been advised that the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares Company has complied with the SECSecurities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before 4:30 p.m. (Vancouver time) on a date which is two Business Days after the Canadian Securities Regulators have issued a receipt for the Final Prospectus, and on or before 4:30 p.m. (Vancouver time) on a date which is two Business Days after the Canadian Securities Regulators issue receipts for or accept for filing, as applicablethe case may be, any Supplementary Material.

Deliveries on Filing and Related Matters. (a) 4.1 The Corporation shall deliver to each of the AgentsUnderwriters: (i) prior to the filing thereof with the Securities Commissions, a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations Prospectus signed and certified by the Corporation and Agents as required by the Applicable Securities Laws; (ii) a copy of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection concurrently with the Offering; (iii) filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the AgentsUnderwriters, acting reasonably, addressed to the Agents Underwriters and the directors of the Corporation from the Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Auditors auditors within a cut-off date of not more than two (2) Business Days prior to the date of the letter and letter, which letter shall be in addition to the Auditors’ consent letter and any comfort letter addressed to the Securities Regulators Commissions in the Qualifying Jurisdictions; (iii) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the Preliminary U.S. Private Placement Memorandum and the U.S. Private Placement Memorandum, as applicable, and, forthwith after preparation, any amendment to the U.S. Private Placement Memorandum; and (iv) prior to the filing of the Final ProspectusProspectus with the Securities Commissions, U.S. Final Prospectus, and Blue Sky Registrations with Securities Regulators, copies evidence satisfactory to the Underwriters of correspondence indicating that (A) the application conditional approval of the TSXV for the listing and posting for trading on the CSE of (i) the Offered Shares, and (ii) the Broker Shares issuable upon exercise TSXV of the Broker’s Warrants, has been madeUnderwritten Shares, subject only to satisfaction by the Corporation of customary post-closing filings required conditions imposed by the CSE and OTC (the “Standard Listing Filings”). (b) The Corporation has delivered to the Agents signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially TSXV in similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents copies of the Preliminary Prospectus, the U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, the Registration Statementcircumstances, and Blue Sky Registrations signed as required by Applicable Securities Laws. (dB) During that the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation Underwritten Shares have been approved for review by the Agents. (e) The Corporation has filed with the CSE, OTC, SEC and state securities regulators, as applicable, all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSElisting, subject only to official notice of issuance on the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicableNYSE.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the AgentsUnderwriter: (i) at the applicable Closing Time, a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, Preliminary Prospectus and the Blue Sky Registrations Final Prospectus in the English language signed and certified by the Corporation and Agents as required by Applicable the Securities LawsLaws in the Qualifying Jurisdictions; (ii) at the applicable Closing Time, a copy of any other document Supplementary Material required to be filed with, or delivered to, Securities Regulators under applicable by the Corporation in compliance with Securities Laws in connection with the OfferingQualifying Jurisdictions; (iii) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, a “long-long form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the AgentsUnderwriter, acting reasonably, addressed to the Agents Underwriter and the directors of the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and letter, which letter shall be in addition to the Auditorsany auditors’ consent letter and any or comfort letter addressed to the Canadian Securities Regulators Regulators; (iv) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the U.S. memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Units in the Qualifying JurisdictionsUnited States (the “U.S. Memorandum”), and, forthwith after preparation, any amendment to the U.S. Memorandum; and (ivv) prior to the filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE TSX and AMEX of (i) the Offered Shares, and (ii) the Broker Common Shares issuable upon exercise of the Broker’s Warrants, hereunder has been made, approved for listing subject only to satisfaction by the Corporation of customary post-closing filings required conditions imposed by AMEX and the CSE and OTC TSX (the “Standard Listing FilingsConditions”). (b) The Corporation has delivered shall also prepare and deliver promptly to the Agents Underwriter signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation shall constitute the representation and warranty of the Corporation to the Underwriter that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Underwriter and provided by the Underwriter) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Underwriter and provided by the Underwriter) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (iii) except with respect to any information relating solely to the Underwriter and provided by the Underwriter, such documents comply in all material respects with the requirements of the Securities Laws in the Qualifying Jurisdictions. Such deliveries shall also constitute the Corporation’s consent to the Underwriter’s use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Units in the Qualifying Jurisdictions in compliance with this Agreement and the Securities Laws unless otherwise advised in writing. (d) The Corporation confirms that it has or will deliver to the Agents shall: (i) cause commercial copies of the Preliminary Prospectus, the U.S. Final Prospectus and any Supplementary Material to be delivered to the Underwriter without charge, in such numbers and in such cities in the Qualifying Jurisdictions as the Underwriter may reasonably request by oral instructions to the Corporation’s financial printer of the Preliminary ProspectusProspectus and the Final Prospectus given forthwith after the Underwriter has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Day after compliance with Securities Laws in the Qualifying Jurisdictions with respect to the Preliminary Prospectus and the Final Prospectus, and on or before a date which is two Business Days after the Canadian Securities Regulators issue receipts or accept for filing, as the case may be, any Supplementary Material; and (ii) cause to be delivered to the Underwriter, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Underwriter may reasonably request, commercial copies of the U.S. Final Prospectus, the Registration Statement, Memorandum and Blue Sky Registrations signed as required by Applicable Securities Lawsany amendments thereto. (de) During the period commencing on the date hereof and until completion of the distribution of the Offered SharesUnits, the Corporation will promptly provide to the Agents Underwriter drafts of any press releases of the Corporation for review by the Agents. (e) The Corporation has filed with Underwriter and the CSE, OTC, SEC and state securities regulators, as applicable, all necessary documents and shall take or cause to be taken all necessary steps to ensure that, Underwriter’s counsel prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicableissuance.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the AgentsAgent: (i) a copy prior to the filing of the Final Prospectus, a copy of the U.S. Final Prospectus, the Registration Statement, Preliminary Prospectus and the Blue Sky Registrations Final Prospectus in the English language signed and certified by the Corporation and Agents as required by Applicable the Securities Laws; (ii) a copy prior to the filing of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection the Final Prospectus with the Offering; (iii) Canadian Securities Regulators, a “long-long form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the AgentsAgent, acting reasonably, addressed to the Agents Agent and the directors of the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and letter, which letter shall be in addition to the Auditorsany auditors’ consent letter and any or comfort letter addressed to the Canadian Securities Regulators Regulators; (iii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a legal opinion of Maxis Law Corporation dated as of the date of the Final Prospectus with respect to the tax commentary included in the Qualifying Jurisdictions; andsection of the Prospectus entitled "Eligibility for Investment" addressed to the Agent and its legal counsel, in form and content acceptable to the Agent, acting reasonably; (iv) prior to the filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE Exchange of (i) the Offered Shares, Shares and (ii) the Broker Agent’s Warrant Shares issuable upon exercise of the Broker’s Warrants, has have been made, approved for listing subject only to satisfaction by the Corporation of customary post-post- closing filings required conditions imposed by the CSE and OTC Exchange (the “Standard Listing FilingsConditions”). (b) The Corporation has delivered shall also prepare and deliver promptly to the Agents Agent signed copies of all Supplementary Material, if any. The Material required to be filed by the Corporation has delivered to in compliance with the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii)Securities Laws. (c) Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation shall constitute the representation and warranty of the Corporation to the Agent that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Agent and provided by the Agent in writing) contained in the Preliminary Prospectus or the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Shares; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Agent) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (iii) except with respect to any information relating solely to the Agent and provided by the Agent in writing, such documents comply in all material respects with the requirements of the Securities Laws. Such deliveries shall also constitute the Corporation’s consent to the Agent's use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Shares in the Qualifying Jurisdictions. (d) The Corporation confirms that it has or will deliver to the Agents shall cause commercial copies of the Preliminary Prospectus, the U.S. Final Prospectus and any Supplementary to be delivered to the Agent without charge, in such numbers and in such cities as the Agent may reasonably request by written instructions to the Corporation’s financial printer of the Preliminary Prospectus, the Final ProspectusProspectus and any Supplementary Material after the Agent has been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is two Business Days after the U.S. Canadian Securities Regulators have issued a receipt for the Preliminary Prospectus and the Final Prospectus, and on or before a date which is two Business Days after the Registration Statement, and Blue Sky Registrations signed as required by Applicable Canadian Securities Laws. (d) During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation Regulators issue receipts for review by the Agents. (e) The Corporation has filed with the CSE, OTC, SEC and state securities regulatorsor accept for filing, as applicablethe case may be, all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicableany Supplementary Material.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the AgentsAgent: (i) a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations Prospectus signed and certified by the Corporation and Agents Agent as required by Applicable Securities Laws; (ii) a copy of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection with the Offering; (iii) a “long-form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the AgentsAgent, acting reasonably, addressed to the Agents Agent and the directors of the Corporation from the Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Auditors within a cut-cut- off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the Auditors’ consent letter and any comfort letter addressed to the Securities Regulators in the Qualifying JurisdictionsProvinces; and (iv) prior to filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations Prospectus with Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Offered Shares, and (ii) the Warrant Shares, (iii) the Broker Shares issuable upon exercise of the Broker’s Warrants, and (iv) the Corporate Finance Fee Shares, has been madeapproved, subject only to satisfaction by the Corporation of customary post-closing filings required conditions imposed by the CSE and OTC (the “Standard Listing FilingsConditions”). (b) The Corporation has delivered to the Agents Agent signed copies of all Supplementary Material, if any. The Corporation has delivered to the AgentsAgent, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents Agent copies of the Preliminary Prospectus, the U.S. Preliminary Prospectus, Prospectus and the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and Blue Sky Registrations Prospectus signed as required by Applicable Securities Laws. (d) During the period commencing on the date hereof and until completion of the distribution of the Offered SharesSecurities, the Corporation will promptly provide to the Agents Agent drafts of any press releases of the Corporation for review by the AgentsAgent. (e) The Corporation has filed with the CSE, OTC, SEC and state securities regulators, as applicable, CSE all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Warrant Shares; (iii) the Broker Shares issuable upon exercise of the Broker’s Warrants; and (iv) the Corporate Finance Fee Shares, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicableConditions.

Deliveries on Filing and Related Matters. (a1) The Corporation shall deliver to each of the AgentsUnderwriters: (ia) prior to the time of each filing thereof, a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, Preliminary Prospectus and the Blue Sky Registrations Final Prospectus each manually signed on behalf of the Corporation, by the persons and in the form signed and certified by the Corporation and Agents as required by Applicable Canadian Securities Laws; (iib) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with, with or delivered to, the Securities Regulators Commissions by the Corporation under applicable Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); (iiic) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of KPMG LLP dated the date of the Final Prospectus and U.S. Final Prospectus(with the requisite procedures to be completed by such auditor within two (2) Business Days of the date of such letter), in form and substance satisfactory to the AgentsUnderwriters, acting reasonably, addressed to the Agents Underwriters and the board of directors of the Corporation from the Auditors Corporation, with respect to the verification of financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Final Prospectus (including all Documents Incorporated by Reference) and U.S. Final Prospectusmatters involving changes or developments since the respective dates as of which specific financial information is given therein, which letter shall be based on a review by the Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the Auditorsauditors’ consent letter and any comfort letter addressed to the Securities Regulators in the Qualifying JurisdictionsCommissions; and (ivd) prior to the filing of the Final ProspectusProspectus with the Securities Commissions, U.S. Final Prospectus, and Blue Sky Registrations with Securities Regulators, copies a copy of correspondence the approval or conditional approval letters from the TSX indicating that the application for the listing and posting for trading on the CSE TSX of (i) the Offered Shares, Shares and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, has been madeapproved, subject only to notice of issuance or satisfaction by the Corporation of the customary post-closing filings required conditions as specified by the CSE and OTC (TSX. Unless otherwise advised in writing, such deliveries shall also constitute the “Standard Listing Filings”). (b) The Corporation has delivered Corporation’s consent to the Agents signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents copies Underwriters’ use of the Preliminary Prospectus, Offering Documents in connection with the U.S. Preliminary Prospectus, distribution of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, Offered Shares in compliance with this Agreement and Blue Sky Registrations signed as required by Applicable Securities Laws. (d2) During The Corporation represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery: (a) all information and statements in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offering, the Offered Shares and the Broker Warrants, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Corporation shall cause commercial copies of the Preliminary Prospectus and the Final Prospectus, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after receiving the Preliminary Receipt and the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries shall constitute the consent of the Corporation to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Shares in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Corporation shall similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Corporation shall cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Shares. (4) Each of the Corporation and Clarus has approved the Term Sheet. The Corporation and the Underwriters each covenant and agree that during the distribution of the Offered Shares, it will not provide any potential investor of Offered Shares with any marketing materials except for marketing materials approved in writing by both the Corporation and the Underwriters and that comply with NI 44-101. If requested by the Underwriters, in addition to the Term Sheet, the Corporation will cooperate, acting reasonably, with the Underwriter in approving any marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents Underwriters drafts of any press releases of the Corporation for review by the AgentsUnderwriters prior to issuance and shall obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. (e6) The Corporation has filed with the CSENotwithstanding any provision hereof, OTC, SEC and state securities regulators, as applicable, all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing nothing in this Agreement will create any obligation of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper file a registration of statement or otherwise register or qualify the Offered Shares with the SEC, as applicablefor sale or distribution outside of Canada.

Deliveries on Filing and Related Matters. ‌ (1) The Company will deliver to each of the Underwriters: (a) The Corporation shall deliver prior to the Agents: (i) time of each filing thereof, a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, Preliminary Prospectus and the Blue Sky Registrations Final Prospectus each manually signed on behalf of the Company, by the persons and in the form signed and certified by the Corporation and Agents as required by Applicable Canadian Securities Laws; (iib) prior to the time of filing thereof, a copy of any Supplementary Material, or other document required to be filed with, with or delivered to, the Securities Regulators Commissions by the Company under applicable Canadian Securities Laws in connection with the Offering, including any document incorporated by reference in the Final Prospectus (other than documents already filed publicly with a Securities Commission); (iiic) prior to or concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-form” comfort letter of the Auditors, dated the date of the Final Prospectus and U.S. Final Prospectus(with the requisite procedures to be completed by such Auditors within two Business Days of the date of such letter), in form and substance satisfactory to the AgentsUnderwriters, acting reasonably, addressed to the Agents Underwriters, the Company and the board of directors of the Corporation from the Auditors Company, with respect to the verification of financial and accounting information relating to the Corporation and other numerical data of a financial nature contained in the Final Prospectus (including all Documents Incorporated by Reference) and U.S. Final Prospectus, matters involving changes or developments since the respective dates as of which specific financial information is given therein which letter shall be based on a review by the Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall will be in addition to the Auditors’ consent letter and any comfort letter (if any) addressed to the Securities Regulators in the Qualifying JurisdictionsCommissions; and (ivd) prior to the filing of the Final ProspectusProspectus with the Securities Commissions, U.S. Final Prospectus, and Blue Sky Registrations with Securities Regulators, copies a copy of correspondence the CSE conditional approval letter indicating that the application for the listing and posting for trading on the CSE of (i) the Offered Unit Shares, the Subsequent Unit Shares and (ii) the Broker Subsequent Warrant Shares issuable upon exercise of the Broker’s Warrants, has been madeapproved, subject only to satisfaction by the Corporation Company of the customary post-closing filings required conditions as specified by the CSE and OTC (CSE. Unless otherwise advised in writing, such deliveries will also constitute the “Standard Listing Filings”). (b) The Corporation has delivered Company’s consent to the Agents signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents copies Underwriters’ use of the Preliminary Prospectus, Offering Documents in connection with the U.S. Preliminary Prospectus, distribution of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, Offered Units in compliance with this Agreement and Blue Sky Registrations signed as required by Applicable Securities Laws. (d2) During The Company represents and warrants to the Underwriters with respect to the Offering Documents that as at their respective dates of delivery to the Underwriters as set out in Section 4(1) above: (a) all information and statements in such documents (including information and statements incorporated by reference to the extent they have not been superseded by the information and statements in the Offering Documents) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company, the Offering and the Offered Units, as required by Canadian Securities Laws; (b) no material fact or information in such documents (including information and statements incorporated by reference) (except information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus) has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (c) except with respect to information and statements relating solely to the Underwriters and furnished by them specifically for use in a Prospectus, the Prospectus and any Supplementary Material comply fully with the requirements of the Canadian Securities Laws. (3) The Company will cause commercial copies of the Preliminary Prospectus and the Final Prospectus, as the case may be, to be delivered to the Underwriters without charge, in such quantities and in such cities as the Underwriters may reasonably request by written instructions to the printer of such documents as soon as possible after obtaining the Preliminary Receipt or the Final Receipt, as the case may be, but, in any event on or before noon (Toronto time) on the next Business Day (or for delivery locations outside of Toronto, on the second Business Day). Such deliveries will constitute the consent of the Company to the Underwriters’ use of the Preliminary Prospectus and the Final Prospectus for the distribution of the Offered Units in the Qualifying Jurisdictions in compliance with the provisions of this Agreement and Canadian Securities Laws. The Company will similarly cause to be delivered commercial copies of any Supplementary Material and hereby similarly consents to the Underwriters’ use thereof. The Company will cause to be provided to the Underwriters, without cost, such number of copies of any Documents Incorporated by Reference as the Underwriters may reasonably request for use in connection with the distribution of the Offered Units. (4) The Company and the Underwriters each covenant and agree that during the distribution of the Offered Units, it will not provide any potential investor of Offered Units with any marketing materials except for marketing materials that comply with, and have been approved in accordance with, NI 44-101. If requested by the Underwriter, the Company will cooperate, acting reasonably, with the Underwriters in approving any marketing materials to be used in connection with the Offering. (5) Subject to compliance with Canadian Securities Laws, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesUnits, the Corporation Company will promptly provide to the Agents Underwriters drafts of any press releases of the Corporation Company for review by the AgentsUnderwriters prior to issuance and will obtain the prior approval of the Underwriters as to the content and form of any press release relating to the Offering prior to issuance, such approval not to be unreasonably withheld or delayed. If required by Securities Laws, any press release announcing or otherwise referring to the Offering disseminated outside the United States will include an appropriate notation on the face page as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”. (e6) The Corporation has filed with the CSENotwithstanding any provision hereof, OTC, SEC and state securities regulators, as applicable, all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing nothing in this Agreement will create any obligation of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) Company to file a registration statement or otherwise register or qualify the Offered Shares; and (ii) the Broker Shares issuable upon exercise Units for sale or distribution outside of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicableCanada.

Deliveries on Filing and Related Matters. (a) The Corporation shall will deliver to the Agents: (i) a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations Prospectus signed and certified by the Corporation and the Agents as required by Applicable applicable Securities Laws; (ii) a copy of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection with the Offering; (iii) a “long-formlong‐form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall will be based on a review by the Auditors within a cut-off cut‐off date of not more than two Business Days prior to the date of the letter and which letter shall will be in addition to the Auditors’ consent letter and any comfort letter addressed to the Securities Regulators in the Qualifying Jurisdictions; and (iv) prior to filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations Prospectus with Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Unit Shares comprising the Offered SharesUnits, and (ii) the Warrant Shares issuable upon exercise of the Warrants comprising the Offered Units, (iii) the Broker Shares issuable upon exercise of the Broker’s Compensation Warrants, (iv) the Broker Warrant Shares issuable upon exercise of the Broker Warrants, (v) the CFF Shares; and (vi) the CFF Warrant Shares issuable upon exercise of the CFF Warrants, has been madesubmitted to the CSE, subject only to satisfaction by the Corporation of customary post-closing filings other than any other documents required by the CSE and OTC (the “Standard Listing Filings”)that may be submitted prior to or upon Closing, if required. (b) The Corporation has will cause commercial copies of the Prospectus and any Supplementary Material to be delivered to the Agents signed copies of all Supplementary Materialwithout charge, if any. The Corporation has delivered in such numbers and in such cities as the Agents may reasonably request by written instructions to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any Corporation's financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents copies printer of the Preliminary Prospectus, the U.S. Preliminary Prospectus, the Final Prospectus, any Supplementary Material given forthwith after the U.S. Agents have been advised that the Corporation has complied with the Securities Laws in the Qualifying Jurisdictions. Such delivery will be effected as soon as practicable and, in any event, on or before the date which is the later of (i) two Business Days after the Canadian Securities Regulators have issued a receipt for the Final Prospectus, the Registration Statement, and Blue Sky Registrations signed as required by Applicable Securities Laws. (d) During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation for review by the Agents. (e) The Corporation has filed with the CSE, OTC, SEC and state securities regulators, as applicable, all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicable.and

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the AgentsAgent: (i) at the Closing Time, a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, Preliminary Prospectus and the Blue Sky Registrations Final Prospectus signed and certified by the Corporation and Agents as required by Applicable Securities Laws; (ii) at the Closing Time, a copy of any other document Supplementary Material required to be filed with, or delivered to, by the Corporation in compliance with Securities Regulators under applicable Securities Laws in connection with the OfferingLaws; (iii) a concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, “long-long form” comfort letter letters dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the AgentsAgent, acting reasonably, addressed to the Agents Agent and the directors of the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in or incorporated by reference into the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and letter, which letter shall be in addition to the Auditorsauditors’ consent letter required to be delivered by such auditors and any comfort letter addressed to the Canadian Securities Regulators Regulators; (iv) as soon as practicable after the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Securities in the Qualifying JurisdictionsUnited States (the “U.S. Placement Memorandum”), and, forthwith after preparation, any amendment to the U.S. Placement Memorandum; and (ivv) prior to the filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Offered Shares, and (ii) the Broker Shares issuable upon exercise TSX of the Broker’s Warrants, Underlying Securities issuable in connection with the Offering has been made, approved for listing subject only to satisfaction by the Corporation of customary post-closing filings required conditions imposed by the CSE and OTC TSX (the “Standard Listing FilingsConditions”). (b) The Corporation has delivered to the Agents signed copies of all Supplementary Material, if any. The Corporation has delivered to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii). (c) The Corporation confirms that it has or will deliver to the Agents copies of the Preliminary Prospectus, the U.S. Preliminary Prospectus, the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and Blue Sky Registrations signed as required by Applicable Securities Laws. (d) During the period commencing on the date hereof and until completion of the distribution of the Offered Shares, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation for review by the Agents. (e) The Corporation has filed with the CSE, OTC, SEC and state securities regulators, as applicable, all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, the Corporation has obtained all necessary approvals for: (i) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicable.

Deliveries on Filing and Related Matters. (a) The Corporation Company shall deliver to the AgentsAgent: (i) concurrently with the filing of the Final Prospectus, a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations signed and certified by the Corporation and Agents Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any other document Supplementary Material required to be filed with, or delivered to, by the Company in compliance with Applicable Securities Regulators under applicable Securities Laws in connection with the OfferingLaws; (iii) concurrently with the filing thereof, a copy of the Post-Effective Amendment; (iv) concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long-long form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the AgentsAgent, acting reasonably, addressed to the Agents Agent and the directors of the Corporation Company from the Auditors current auditor of the Company with respect to certain financial and accounting information relating to the Corporation Company contained or incorporated by reference in the Final Prospectus and U.S. Final ProspectusOffering Documents, which letter shall be based on a review by the Auditors such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letter and letter, which letter shall be in addition to the Auditorsany auditors’ comfort and consent letter and any comfort letter letters addressed to the Securities Regulators Commissions in the Qualifying Jurisdictions; and; (ivv) prior to concurrently with the filing of the Final Prospectus with the Securities Commissions, a “long form” comfort letter dated the date of the Final Prospectus, U.S. in form and substance satisfactory to the Agent, acting reasonably, addressed to the Agent and the directors of the Company from the auditor of Driven with respect to certain financial and accounting information relating to Driven contained or incorporated by reference in the Offering Documents, which letter shall be based on a review by such auditors within a cut-off date and based on a review of not more than two Business Days prior to the date of the letter, which letter shall be in addition to any auditors’ comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions; (vi) prior to the filing of the Final Prospectus, and Blue Sky Registrations Prospectus with the Securities RegulatorsCommissions, copies of correspondence indicating demonstrating that the application for Company has filed all required documentation to ensure the listing and posting for trading of the Shares on the CSE of (i) on or before the Offered Shares, and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, has been madeClosing Time, subject only to the satisfaction by the Corporation Company of the customary post-closing filings required with the CSE; and (vii) copies of all other documents resulting or related to the Company taking all other steps and proceedings that may be necessary in order to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions by the CSE Agent and OTC (other persons who are registered in a category permitting them to distribute the “Standard Listing Filings”)Offered Units under Applicable Securities Laws and who comply with such Applicable Securities Laws. (b) The Corporation has delivered If applicable, the Company shall also prepare and deliver promptly to the Agents Agent signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation or deemed incorporation by reference in the Final Prospectus of any Subsequent Disclosure Document, if any. The Corporation has delivered the Company shall deliver to the AgentsAgent, with respect to such Supplementary Material or Subsequent Disclosure Document, to comfort letters from the extent that such Supplementary Material contains any financial Company’s current auditor and accounting information, a comfort letter Driven’s auditor substantially similar to that the letters referred to in subsection 4(a)(iiiSections 5(a)(iv) and 5(a)(v). (c) The Corporation confirms that it has or will deliver Each delivery to the Agents Agent of any Offering Document or the Post-Effective Amendment by the Company shall constitute the representation and warranty of the Company to the Agent that: (i) all information and statements (except for the Agent’s Information) contained and incorporated by reference in such Offering Documents and the Post-Effective Amendment, are, at their respective dates, and, if applicable, the respective dates of filing, of such Offering Documents or Post-Effective Amendment, as applicable, true and correct in all material respects and contain no misrepresentation and, on the respective dates of such Offering Documents or Post-Effective Amendment, constitute full, true and plain disclosure of all material facts relating to the Company and the Subsidiaries (on a consolidated basis), the Merger and the Offered Units, Shares and Warrants as required by Applicable Securities Laws of the Qualifying Jurisdictions; (ii) no material fact or information (except for the Agent’s Information) has been omitted from any Offering Document or the Post-Effective Amendment which is required to be stated therein or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made; and (iii) each of such Offering Documents and the Post-Effective Amendment complies with the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions or U.S. securities laws, as applicable. Such deliveries shall also constitute the Company’s consent to the Agent and any Selling Firm’s use of the Offering Document in connection with the distribution of the Offered Units in compliance with this Agreement. (d) The Company will cause to be delivered to the Agent, at those delivery points as the Agent reasonably requests, as soon as possible and in any event no later than 12:00 noon (Toronto time) on the next Business Day (or by 12:00 noon (Toronto time) on the second Business Day for deliveries outside of Toronto), in each case following the day on which the Company has obtained the Final Receipt for the Final Prospectus, and thereafter from time to time during the distribution of the Offered Units, as many commercial copies of the Preliminary Prospectus, the U.S. Amended and Restated Preliminary Prospectus, Prospectus and/or the Final Prospectus, as applicable, as the U.S. Final ProspectusAgent may reasonably request. Each delivery of any of the Offering Documents will have constituted or will constitute, as the Registration Statementcase may be, consent of the Company to the use by the Agent and Blue Sky Registrations signed as required by Applicable Securities Lawsany Selling Firms of those documents in connection with the distribution and sale of the Offered Units in all of the Qualifying Jurisdictions. (de) During Neither the Company, nor the Agent, shall make any public announcement in connection with the Offering, except if the other party has consented to such announcement or the announcement is required by applicable laws or stock exchange rules. For greater certainty, during the period commencing on the date hereof and until completion of the distribution of the Offered SharesUnits, the Corporation Company will promptly provide to the Agents Agent drafts of any press releases of the Corporation Company for review and comment by the AgentsAgent and the Agent’s counsel prior to issuance, provided that any such review will be completed in a timely manner, and the Company will incorporate in such press releases all reasonable comments of the Agent. Any such press release shall comply with Rule 134 of the U.S. Securities Act. (ef) The Corporation In connection with any marketing materials: (i) each of the Company and the Agent have approved in writing the marketing materials, the Company has filed the marketing materials with the CSE, OTC, SEC Securities Commissions and state securities regulators, as applicablethe Company has incorporated by reference into the Final Prospectus the marketing materials, all necessary documents in accordance with Applicable Securities Laws; (ii) during and shall take or cause to be taken all necessary steps to ensure that, prior to the filing completion of the Final Prospectus and U.S. Final Prospectus with Securities Regulatorsperiod of distribution, the Corporation has obtained all necessary approvals for: Company and the Agent will not provide any potential investor of Offered Units with any marketing materials except for the marketing materials and such other marketing materials that comply with Applicable Securities Laws and the versions (ior template versions) the Offered Shares; and (ii) the Broker Shares issuable upon exercise of which have been approved in writing by each of the Broker’s WarrantsCompany and the Agent; and (iii) during and prior to the completion of the period of distribution, in addition to the marketing materials, the Company will cooperate with and assist, acting reasonably, the Agent in preparing and approving in writing the versions (or template versions) of any other marketing materials to be conditionally listed on used by the CSE, subject only Agent in connection with the Offering and will file with and deliver to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, Securities Commissions such versions (or template versions) as applicablemay be required by Applicable Securities Laws.

Deliveries on Filing and Related Matters. (a) The Corporation shall deliver to the Agents: (i) as soon as practicable after the Preliminary Prospectus, the Final Prospectus and any Supplementary Material are prepared, the private placement memorandum incorporating the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, prepared for use in connection with the offering for sale of the Offered Units, to, or for the account or benefit of, persons in the United States or U.S. Persons (the “U.S. Private Placement Memorandum”) and, forthwith after preparation, any amendment or supplement to the U.S. Private Placement Memorandum; (ii) prior to the filing of the Final Prospectus with the Canadian Securities Regulators, a copy of the Final Prospectus, the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations Prospectus signed and certified by the Corporation and Agents as required by Applicable applicable Securities Laws; (iiiii) a copy prior to the filing of any other document filed with, or delivered to, Securities Regulators under applicable Securities Laws in connection the Final Prospectus with the OfferingCanadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the TSX of the Unit Shares and the Warrant Shares (including, for greater certainty, any Unit Shares or Warrant Shares issuable upon exercise of the Compensation Units) has been approved, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the TSX (the “Standard Listing Conditions”); (iiiiv) concurrently with the filing of the Final Prospectus with the Canadian Securities Regulators, a “long-form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final Prospectus, which letter shall be based on a review by the Corporation’s Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and which letter shall be in addition to the Auditorsauditors’ consent letter and any comfort letter (if any) addressed to the Canadian Securities Regulators in the Qualifying JurisdictionsRegulators; and (ivv) prior a copy of any Supplementary Material required to filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations with Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Offered Shares, and (ii) the Broker Shares issuable upon exercise of the Broker’s Warrants, has been made, subject only to satisfaction be filed by the Corporation of customary post-closing filings required by in compliance with applicable Securities Laws, prior to the CSE and OTC (the “Standard Listing Filings”)filing thereof with Canadian Securities Regulators. (b) The Corporation has delivered shall also prepare and deliver promptly to the Agents signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Final Prospectus of any Subsequent Disclosure Document, if any. The the Corporation has delivered shall deliver to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter substantially similar to that referred to in subsection 4(a)(iii5(a)(iv). (c) Delivery of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material by the Corporation shall constitute the representation and warranty of the Corporation to the Agents that, as at their respective dates of filing: (i) all information and statements (except information and statements relating solely to the Agents and provided in writing by the Agents) contained and incorporated by reference in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material, as the case may be, are true and correct, in all material respects, and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Units as required by applicable Securities Laws in the Qualifying Provinces; (ii) no material fact or information has been omitted therefrom (except facts or information relating solely to the Agents and provided in writing by the Agents) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; (iii) except with respect to any information relating solely to the Agents and provided by the Agents in writing, such documents comply fully with the requirements of applicable Securities Laws; and (iv) except as set forth or contemplated in the Prospectus or any Supplementary Material or as has otherwise been publicly disclosed, there has been no adverse material change (actual, anticipated, contemplated, proposed or threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise), prospects, capital or ownership of the Corporation on a consolidated basis since the end of the period covered by the Financial Statements. Such deliveries shall also constitute the Corporation’s consent to the Agents’ use of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Units in the Qualifying Provinces in compliance with this Agreement unless otherwise advised in writing. (d) The Corporation confirms that it has or will deliver previously delivered to the Agents copies of the Preliminary Prospectus signed as required by Securities Laws in the Qualifying Provinces and such number of commercial copies of the Preliminary Prospectus as the Agents requested. The Corporation shall: (i) cause commercial copies of the Final Prospectus and any Supplementary Material to be delivered to the Agents without charge, in such numbers and at such locations in the Qualifying Provinces as the Agents may reasonably request, forthwith after the Agents have been advised that the Corporation has complied with the Securities Laws in the Qualifying Provinces with respect to the filing of the Final Prospectus and a Passport Decision Document has been issued pursuant to the Passport System. Such delivery shall be effected as soon as possible and, in any event, on or before a date which is one Business Day after compliance with applicable Securities Laws in the Qualifying Provinces with respect to the filing of the Final Prospectus, and on or before a date which is one Business Day after the Canadian Securities Regulators issue decision documents for, or accept for filing, as the case may be, any Supplementary Material; (ii) cause to be delivered to the Agents, as soon as practicable after preparation thereof, without charge, in such numbers and at such locations as the Lead Agent may reasonably request, commercial copies of the U.S. Private Placement Memorandum and any amendments or supplements thereto; and (iii) cause to be provided to the Agents, without charge, such number of copies of any Documents Incorporated by Reference in the Preliminary Prospectus, the Final Prospectus, Prospectus or any Supplementary Material as the U.S. Final Prospectus, Agents may reasonably request for use in connection with the Registration Statement, and Blue Sky Registrations signed as required by Applicable Securities Lawsdistribution of the Offered Units. (de) During the period commencing on the date hereof and until completion of the distribution of the Offered SharesUnits, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation for review by the Agents and the Agents’ counsel prior to issuance. (ef) The Prior to the Closing Time, the Corporation has shall file or cause to be filed with the CSE, OTC, SEC and state securities regulators, as applicable, TSX all necessary documents and shall take or cause to be taken all necessary steps to ensure that, prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, that the Corporation has obtained all necessary approvals for: for the Warrants (i) the Offered Shares; and (ii) the Broker Shares including, for greater certainty, any Warrants issuable upon exercise of the Broker’s Warrants, Compensation Units) to be conditionally listed on the CSETSX, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicableConditions.

Deliveries on Filing and Related Matters. ‌ (a) The Corporation shall will deliver to the AgentsAgents prior to or concurrently with the filing of the Final Prospectus with the Securities Regulators: (i) a copy of the Final Prospectus, Prospectus in the U.S. Final Prospectus, the Registration Statement, and the Blue Sky Registrations English language signed and certified certified, as applicable, by the Corporation and Agents as required by Applicable Securities Laws; (ii) a copy of any other document required to be filed with, or delivered to, Securities Regulators by the Corporation under applicable Securities Laws in connection with the Offeringfiling of the Final Prospectus; (iii) a “long-form” comfort letter dated the date of the Final Prospectus and U.S. Final Prospectus, in form and substance satisfactory to the Agents, acting reasonably, addressed to the Agents and the directors of the Corporation from the Corporation’s Auditors with respect to financial and accounting information relating to the Corporation contained in the Final Prospectus and U.S. Final ProspectusFinancial Information, which letter shall be based on a review by the Auditors within a cut-off date of not more than two Business Days prior to the date of the letter and letter, which letter shall will be in addition to the Auditorsauditors’ reports incorporated by reference in the Final Prospectus and the consent letter and any comfort letter of the Corporation’s Auditors addressed to the Canadian Securities Regulators in the Qualifying JurisdictionsRegulators; andand‌ (iv) prior to the filing of the Final Prospectus, U.S. Final Prospectus, and Blue Sky Registrations Prospectus with the Canadian Securities Regulators, copies of correspondence indicating that the application for the listing and posting for trading on the CSE of (i) the Offered SharesConvertible Debentures, the Unit Warrants and (ii) the Broker Underlying Shares issuable upon exercise of the Broker’s Warrants, has been madeapproved, subject only to satisfaction by the Corporation of customary post-closing filings required conditions imposed by the CSE, including meeting the minimum distribution requirements of the CSE in respect of the Convertible Debentures and OTC the Unit Warrants (the “Standard Listing Filings”).Conditions”).‌ (b) The Corporation has delivered will also prepare and deliver promptly to the Agents signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation by reference in the Offering Documents of any Subsequent Disclosure Document, if any. The the Corporation has delivered will deliver to the Agents, with respect to such Supplementary Material or Subsequent Disclosure Document, to the extent that such Supplementary Material contains any financial and accounting information, a comfort letter or letters, as applicable, substantially similar to that referred to in subsection 4(a)(iii)5(a)(iii) hereof. (c) The Delivery of the Final Prospectus and any Supplementary Material by the Corporation confirms that it has or will deliver constitute the representation and warranty of the Corporation to the Agents copies that, as at their respective dates of the Preliminary Prospectus, the U.S. Preliminary Prospectus, filing: (i) all information and statements contained in the Final ProspectusProspectus or any Supplementary Material, as the U.S. Final Prospectuscase may be, the Registration Statementare true and correct, in all material respects, and Blue Sky Registrations signed contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities as required by Applicable Securities Laws; (ii) no material fact or information has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made; and (iii) such documents comply in all material respects with the requirements of Securities Laws. Such deliveries will also constitute the Corporation’s consent to the Agents’ use of the Final Prospectus and any Supplementary Material in connection with the distribution of the Offered Securities in compliance with this Agreement, unless otherwise advised in writing. (d) During The Corporation will: (i) cause commercial copies of the period commencing Final Prospectus and any Supplementary Material to be delivered to the Agents without charge, in such numbers and at such locations in the Qualifying Jurisdictions as the Agents may reasonably request by written instructions to the Corporation’s printer given forthwith after the Agents have been advised that the Corporation has complied with the Securities Laws with respect to the filing of the Final Prospectus. Such delivery will be effected as soon as possible and, in any event, on or before a date which is one Business Day for addresses within Calgary, Alberta, and two Business Days for addresses outside Calgary, Alberta, after compliance with Securities Laws with respect to the filing of the Final Prospectus, and on or before a date hereof which is one Business Day for addresses within Calgary, Alberta, and until two Business Days for addresses outside Calgary, Alberta, after the Principal Regulator has issued a receipt, on its own behalf and on behalf of the Canadian Securities Regulators, for, or accepted for filing, as the case may be, any Supplementary Material; and (ii) cause to be provided to the Agents, without charge, such number of copies of any Documents Incorporated by Reference in the Final Prospectus or any Supplementary Material as the Agents may reasonably request for use in connection with the distribution of the Offered Securities. (e) Until the completion of the distribution of the Offered SharesSecurities, the Corporation will promptly provide to the Agents drafts of any press releases of the Corporation for review by and the Corporation shall have allowed the Agents and the Agents’ counsel to participate fully in the preparation of, and to approve the form of, such documents (such approval not to be unreasonably withheld and to be provided in a timely manner in order to allow the Corporation to comply with Securities Laws). If required by Applicable Laws, any press release announcing or otherwise referring to the Offering disseminated outside the United States shall include an appropriate notation on the face page substantially as follows: “Not for distribution to the U.S. news wire services, or dissemination in the United States”, and shall include substantially the following language: “This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.” (ef) The Corporation has will use commercially reasonable efforts to file or cause to be filed with the CSE, OTC, SEC and state securities regulators, as applicable, CSE all necessary documents and shall will use commercially reasonable efforts take or cause to be taken all necessary steps to ensure that, prior to the filing of the Final Prospectus and U.S. Final Prospectus with Securities Regulators, that the Corporation has obtained all necessary approvals for: (i) for the Offered Shares; Convertible Debentures, the Unit Warrants and (ii) the Broker Underlying Shares issuable upon exercise of the Broker’s Warrants, to be conditionally listed on the CSE, subject only to the Standard Listing Filings and proper registration of the Offered Shares with the SEC, as applicableConditions.