Common use of Delivery of Prospectus; Subsequent Changes Clause in Contracts

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by the Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly notify the Agents to suspend the offering of Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will use commercially reasonable efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to the Canadian Securities Laws, as appropriatesaid Rule 430A and to notify Xxxxx-Xxxxxx promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Xxxxx-Xxxxxx to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement as if, in the Agents may reasonably requestjudgment of the Company, it is in the best interests of the Company to do so. For the duration of the Delivery Period, the Company will include in its quarterly reports on Form 10-Q, and in its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, (i) the number of Placement Shares sold through Xxxxx-Xxxxxx pursuant to this Agreement and (ii) the Net Proceeds received by the Company from such sales, to the extent required.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, so far as necessary to permit the continuance of the sale of the Placement Shares during such period in accordance with the provisions hereof and will the Prospectus and to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If (i) during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if (ii) during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act Securities Act, or (iii) at any time following issuance of an Issuer Free Writing Prospectus and during such time as a prospectus is (or but for the Canadian Securities Lawsexemption in Rule 172 would be) required to be delivered in connection with the sales of the Shares there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or Prospectus relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances, prevailing at that subsequent time, not misleading, the Company will promptly notify the Agents Agent, and confirm the notice in writing, to suspend the offering of Placement Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment amend or supplement the Registration Statement, Prospectus or Issuer Free Writing Prospectus (at the expense of the Company), as may be necessary applicable, so as to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably requestcompliance.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act and the Exchange Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to the Canadian Securities Laws, as appropriatesaid Rule 430A and to notify Agent promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make effect such compliance. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted, conflicts or would conflict with the information contained in the Registration Statement or the Prospectuses comply with Prospectus or included, includes or would include an untrue statement of a material fact or omitted, omits or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances, prevailing at that subsequent time, not misleading, the Company will promptly notify Agent to suspend the offering of Placement Shares during such requirements, period and the Company will furnish will, subject to the Agents such number of copies of such amendment Section 7(a) hereof, promptly amend or supplement as the Agents may reasonably request.such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. d.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act and the Exchange Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Canadian Securities Laws, as appropriateAgent and the Forward Purchaser promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent and the Forward Purchaser to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make effect such compliance. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted, conflicts or would conflict with the information contained in the Registration Statement or the Prospectuses comply with Prospectus or included, includes or would include an untrue statement of a material fact or omitted, omits or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances, prevailing at that subsequent time, not misleading, the Company will promptly notify the Agent and the Forward Purchaser to suspend the offering of Placement Shares during such requirements, period and the Company will furnish will, subject to the Agents such number of copies of such amendment Section 7(a) hereof, promptly amend or supplement as the Agents may reasonably request.such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. d.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company will comply in all material respects with all requirements imposed upon it by the Act, by Act and the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly notify the Agents to suspend the offering of Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Xxxxxxx Xxxxx under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all the requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If during such period any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses as then amended or supplemented would Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period in the opinion of counsel for Xxxxxxx Xxxxx it is otherwise necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with applicable law, including the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Xxxxxxx Xxxxx to suspend the offering of Placement Shares during such period andand the Company agrees (subject to Section 7(c) and 7(d)) to promptly prepare, iffile with the Commission and furnish at its own expense to Xxxxxxx Xxxxx, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the Company’s determination and at light of the Company’s sole discretioncircumstances then existing, it is necessary to file an amendment be misleading or supplement to so that the Registration Statement Prospectus, as amended or the Prospectuses to supplemented, will comply with applicable law including the Act or the Canadian Securities LawsAct. Neither Xxxxxxx Xxxxx’ consent to, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission nor delivery of, any such amendment or supplement as may be necessary to correct such statement shall constitute a waiver of any of the Company’s obligations under Sections 7(c) or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request(d).

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities Laws, as appropriateAgent promptly of all such filings. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the interests of the Company to do so. Until such time as the Agents may reasonably requestCompany shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Agent to resume the offering of Placement Shares. Prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, the Company will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented, such consent not to be unreasonably withheld, conditioned or delayed.

Delivery of Prospectus; Subsequent Changes. Within During any period in which the time during which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102a similar rule), the Company will use its reasonable best efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will use its reasonable best efforts to file or furnish on or before their respective due dates (taking into account any extensions available under the Exchange Act) all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or effect such compliance; provided, however, that the Company may delay the filing of any amendment or supplement if, in the judgement of the Company, it is in the best interest of the Company to make do so. If the Company has omitted any information from the Registration Statement or pursuant to Rule 430B under the Prospectuses Securities Act, it will use its reasonable best efforts to comply with the provisions thereof and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of all such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably requestfilings if not available on XXXXX.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), ) or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company will promptly immediately notify the Agents to suspend the offering of Placement Shares during such period and, if, in the Company’s 's determination and at the Company’s 's sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Shares is required to be delivered by the Agents an Agent or Forward Purchaser under the Securities Act with respect to a pending sale of the Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule Rules 153 or 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all the requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will shall file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If during such period any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses as then amended or supplemented would Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading, or if during in the opinion of the Company or such period Agent, Forward Purchaser or counsel for such Agent or Forward Purchaser it is otherwise necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with applicable law, including the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents such Agent or Forward Purchaser to suspend the offering of Shares during such period andand the Company agrees (subject to Sections 7(c) and 7(d)) to promptly prepare, iffile with the Commission and furnish at its own expense to the Agents and Forward Purchasers, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the Company’s determination and at light of the Company’s sole discretioncircumstances then existing, it is necessary to file an amendment not misleading or supplement to so that the Registration Statement Prospectus, as amended or the Prospectuses to supplemented, will comply with applicable law, including the Act or Securities Act. Neither the Canadian Securities LawsAgents’ nor Forward Purchasers’ consent to, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission nor delivery of, any such amendment or supplement as may be necessary to correct such statement shall constitute a waiver of any of the Company’s obligations under Sections 7(c) or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request(d).

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by the Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly notify the Agents to suspend the offering of Shares during such period and, if, in the Company’s 's determination and at the Company’s 's sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by the Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly immediately notify the Agents to suspend the offering of Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Placement Shares is required to be delivered by the Sales Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act), if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If during such period any event occurs shall occur or condition shall exist as a result of which it is necessary, in the Prospectuses opinion of counsel for the Company, to further amend or supplement the Prospectus or any Issuer Free Writing Prospectus as then amended or supplemented would in order that the Prospectus or any such Issuer Free Writing Prospectus will not include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in the light of the circumstances then existing, not misleadingexisting at the time the Prospectus or any such Issuer Free Writing Prospectus is delivered to a purchaser, or if during it shall be necessary, in the opinion of either such period it is necessary counsel, to amend or supplement the Registration Statement Statement, the Prospectus or the Prospectuses any Issuer Free Writing Prospectus in order to comply with the Act or requirements of the Canadian Securities Laws, the Company will promptly notify the Agents to suspend the offering of Shares during such period and, ifAct, in the Company’s case of such a determination and at by counsel to the Company’s sole discretion, it is necessary to file an amendment or supplement immediate notice shall be given, and confirmed in writing, to the Registration Statement or Sales Agents to cease the Prospectuses solicitation of offers to comply with purchase the Act or the Canadian Securities LawsPlacement Shares in a Sales Agent’s capacity as agent, and, in either case, the Company will promptly prepare and file (at the expense of the Company) with the Canadian Qualifying Authorities and the Commission such amendment or supplement supplement, whether by filing documents pursuant to the Securities Act, the Exchange Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement Statement, the Prospectus or the Prospectuses any such Issuer Free Writing Prospectus comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), ) or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company will promptly immediately notify the Agents to suspend the offering of Placement Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Canadian Securities LawsAgents promptly of all such filings; provided, as appropriatehowever, that the Company shall not be required to furnish any document to the Agents to the extent such document is available on XXXXX. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period the Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Designated Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or the Prospectuses to comply with Prospectus (at the Act or expense of the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to may delay the Agents such number filing of copies of such any amendment or supplement as supplement, if in the Agents may reasonably requestjudgment of the Company, it is in the best interest of the Company.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents [—] under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all the requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If during such period any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses as then amended or supplemented would Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period in the opinion of [—] or counsel for [—] it is otherwise necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with applicable law, including the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents [—] to suspend the offering of Placement Shares during such period andand the Company agrees (subject to Section 7(c) and 7(d)) to promptly prepare, iffile with the Commission and furnish at its own expense to [—] and to the Alternative Agents, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the Company’s determination and at light of the Company’s sole discretioncircumstances then existing, it is necessary to file an amendment be misleading or supplement to so that the Registration Statement Prospectus, as amended or the Prospectuses to supplemented, will comply with applicable law including the Act or the Canadian Securities LawsAct. Neither [—]’s consent to, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission nor delivery of, any such amendment or supplement as may be necessary to correct such statement shall constitute a waiver of any of the Company’s obligations under Sections 7(c) or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request(d).

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission SEC pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly immediately notify the Agents to suspend the offering of Placement Shares during such period and, if, in the CompanyCorporation’s determination and at the CompanyCorporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly prepare and and, after complying with Section 8(a)(iii) hereof, file with the Canadian Qualifying Authorities and the Commission SEC such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Corporation shall in good faith discuss with the Agents any change in a fact or circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 8(c).

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company will comply in all material respects with all requirements imposed upon it by the Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly immediately notify the Agents to suspend the offering of Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Shares is required to be delivered by the Agents an Agent under the Securities Act with respect to a pending sale of the Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule Rules 153 or 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all the requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will shall file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If during such period any event occurs shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectuses as then amended or supplemented would Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then existing, not misleading, or if during in the opinion of the Company or such period Agent or counsel for such Agent it is otherwise necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with applicable law, including the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents such Agent to suspend the offering of Shares during such period andand the Company agrees (subject to Sections 7(c) and 7(d)) to promptly prepare, iffile with the Commission and furnish at its own expense to the Agents, amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the Company’s determination and at light of the Company’s sole discretioncircumstances then existing, it is necessary to file an amendment not misleading or supplement to so that the Registration Statement Prospectus, as amended or the Prospectuses to supplemented, will comply with applicable law, including the Act or Securities Act. Neither the Canadian Securities LawsAgents’ consent to, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission nor delivery of, any such amendment or supplement as may be necessary to correct such statement shall constitute a waiver of any of the Company’s obligations under Sections 7(c) or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request(d).

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act and the Exchange Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Canadian Securities Laws, as appropriateDesignated Agent and the Designated Forward Purchaser promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Designated Agent and the Designated Forward Purchaser to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make effect such compliance. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted, conflicts or would conflict with the information contained in the Registration Statement or the Prospectuses comply with Prospectus or included, includes or would include an untrue statement of a material fact or omitted, omits or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances, prevailing at that subsequent time, not misleading, the Company will promptly notify the Designated Agent and the Designated Forward Purchaser to suspend the offering of Placement Shares during such requirements, period and the Company will furnish will, subject to the Agents such number of copies of such amendment Section 7(a) hereof, promptly amend or supplement as the Agents may reasonably requestsuch Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents MLV under the Securities Act with respect to the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or (the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102“Prospectus Delivery Period”), the Company will use its reasonable best efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its reasonable best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to the Canadian Securities Laws, as appropriatesaid Rule 430A and to notify MLV promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period the Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents MLV to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement as if, in the Agents judgment of the Company, it is in the best interests of the Company to do so; provided, however, that the Company may reasonably requestdelay any such amendment or supplement if there are no open Placement Notices or pending sales and, in the judgment of the Company, it is in the best interest of the Company to do so.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates (taking into account any extensions available under the Exchange Act) all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If during the Prospectus Delivery Period the Company has omitted any information from the Registration Statement pursuant to Rule 430A or Rule 430B under the Securities Act, it will use its commercially reasonable efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A or Rule 430B and to notify the Designated Agent promptly of all such period filings. If during the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to may delay the Agents such number filing of copies of such any amendment or supplement as supplement, if in the Agents may reasonably requestreasonable judgment of the Company, it is in the best interest of the Company.

Delivery of Prospectus; Subsequent Changes. Within The Company shall file the time during Prospectus Supplement with the Commission after the Registration Statement is declared effective by the Commission. During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Act, it will use commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to the Canadian Securities Laws, as appropriatesaid Rule 430A and to notify Agent promptly of all such filings. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement as supplement, if in the Agents may reasonably requestjudgment of the Company, it is in the best interests of the Company to do so.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), ) or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company will promptly immediately notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents Agent such number of copies of such amendment or supplement as the Agents Agent may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102similar rule), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities LawsAgent promptly of all such filings relating to the Placement Shares, as appropriateif not available on XXXXX. If during such period any event occurs as a result of which the Prospectuses Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay such amendment or supplement as if, in the Agents may reasonably requestreasonable judgment of the Company, it is in the best interest of the Company to do so.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents CF&Co under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, so far as necessary to permit the continuance of the sale of the Placement Shares during such period in accordance with the provisions hereof and will the Prospectus and to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If (i) during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if (ii) during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act Securities Act, or (iii) at any time following issuance of an Issuer Free Writing Prospectus and during such time as a prospectus is (or but for the Canadian Securities Lawsexemption in Rule 172 would be) required to be delivered in connection with the sales of the Shares there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement or Prospectus relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances, prevailing at that subsequent time, not misleading, the Company will promptly notify CF&Co, and confirm the Agents notice in writing, to suspend the offering of Placement Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment amend or supplement the Registration Statement, Prospectus or Issuer Free Writing Prospectus (at the expense of the Company), as may be necessary applicable, so as to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably requestcompliance.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission SEC pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly notify the Agents to suspend the offering of Placement Shares during such period and, if, in the CompanyCorporation’s determination and at the CompanyCorporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly prepare and and, after complying with Section 8(a)(iii) hereof, file with the Canadian Qualifying Authorities and the Commission SEC such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission SEC pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities LawsLaws (subject to the AMF Exemption), as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly immediately notify the Agents to suspend the offering of Placement Shares during such period and, if, in the CompanyCorporation’s determination and at the CompanyCorporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly prepare and and, after complying with Section 8(a)(iii), file with the Canadian Qualifying Authorities and the Commission SEC such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will use commercially reasonable efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to the Canadian Securities Laws, as appropriatesaid Rule 430A and to notify Xxxxx-Xxxxxx promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Xxxxx-Xxxxxx to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement if, in the judgment of the Company, it is in the best interests of the Company to do so. For the duration of the Delivery Period, the Company will include in its quarterly reports on Form 10-Q, and in its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, (i) the number of Placement Shares sold through Xxxxx-Xxxxxx pursuant to this Agreement and (ii) the Net Proceeds received by the Company from such sales, to the extent required. Permitted Free Writing Prospectus. To file any Permitted Free Writing Prospectus (as defined below) to the Agents extent required by Rule 433 under the Securities Act and to provide copies of the Prospectus, any Prospectus Supplement, and each Permitted Free Writing Prospectus (to the extent not previously delivered or filed on XXXXX or any successor system thereto) to Xxxxx-Xxxxxx via electronic mail in ".pdf" format on such filing date to an electronic mail account designated by Xxxxx-Xxxxxx and, at Xxxxx-Xxxxxx'x request, to also furnish copies of the Prospectus and any Prospectus Supplement to the Exchange and each other exchange or market on which sales of the Placement Shares were effected, in each case, as may reasonably requestbe required by the rules or regulations of the Exchange or such other exchange or market.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102similar rule), the Company will use commercially reasonable efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports (taking into account any extensions available under the Exchange Act) and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities Laws, as appropriateAgents promptly of all such filings. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Designated Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirements, and compliance (it being acknowledged that the Company will furnish may delay the filing of any amendment or supplement, if, in the judgment of the Company, it is in the best interest of the Company); provided that if such suspension shall occur prior to the Agents Settlement Date for any sale of Placement Shares, such number Placement Shares shall settle in accordance with the provisions of copies of such amendment or supplement as the Agents may reasonably requestthis Agreement.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) the applicability of NI 44-102the Exemption), the Company will comply in all material respects with all requirements imposed upon it by the Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly notify the Agents to suspend the offering of Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish file, on or before their respective due dates dates, all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of the Exchange Act or under the Exchange Act or Regulations. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Canadian Securities Laws, as appropriateDistribution Agent promptly of all such filings. If during the period from the delivery of any Placement Notice through the later of: (i) the termination date, if any, specified in such period Placement Notice and (ii) the expiration of the latest Prospectus Delivery Period for any Placement Shares sold pursuant to such Placement Notice, any event occurs as a result of which the Prospectuses Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, and in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period, it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly immediately notify the Agents Distribution Agent in accordance with Section 4 to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to may delay the Agents such number filing of copies of such any amendment or supplement as if, in the Agents may reasonably requestjudgment of the Company, it is in the best interest of the Company.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) the applicability of NI 44-102the Exemption), the Company will comply in all material respects with all requirements imposed upon it by the Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly immediately notify the Agents to suspend the offering of Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102similar rule), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities LawsAgent promptly of all such filings relating to the Placement Shares, as appropriateif not available on XXXXX. If during such period any event occurs as a result of which the Prospectuses Prospectus, as then amended or supplemented supplemented, would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay such amendment or supplement as if, in the Agents may reasonably requestreasonable judgment of the Company, it is in the best interest of the Company to do so.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company Partnership will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Partnership with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Partnership has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Canadian Securities Laws, as appropriateAgents promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which it is necessary, in the Prospectuses as then amended opinion of counsel for the Agents or supplemented would for the Partnership, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company Partnership will promptly notify the Agents to suspend the offering of Shares Placement Units during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Partnership will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Partnership) so as may be necessary to correct such statement or omission or to make effect such compliance; provided, however, that the Registration Statement or Partnership may delay the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number filing of copies of such any amendment or supplement as supplement, if in the Agents may reasonably requestjudgment of the Partnership, it is in the best interest of the Partnership.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will use commercially reasonable efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities Laws, as appropriateAgent promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement as if, in the Agents may reasonably requestjudgment of the Company, it is in the best interests of the Company to do so, during which time of delay the Agent shall be under no obligation to make any sales of Shares hereunder. For the duration of the Prospectus Delivery Period, the Company will include in its Quarterly Reports on Form 10-Q, and in its Annual Reports on Form 10-K, a summary detailing, for the relevant reporting period, (i) the number of Shares sold through the Agent pursuant to this Agreement and (ii) the Net Proceeds received by the Company from such sales, to the extent required.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102similar rule), the Company will use commercially reasonable efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports (taking into account any extensions available under the Exchange Act) and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities Laws, as appropriateAgent promptly of all such filings. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirements, and compliance (it being acknowledged that the Company will furnish may delay the filing of any amendment or supplement, if, in the judgment of the Company, it is in the best interest of the Company); provided that if such suspension shall occur prior to the Agents Settlement Date for any sale of Placement Shares, such number Placement Shares shall settle in accordance with the provisions of copies of such amendment or supplement as the Agents may reasonably requestthis Agreement.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will use commercially reasonable efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to the Canadian Securities Laws, as appropriatesaid Rule 430A and to notify Cxxxx-Xxxxxx promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Cxxxx-Xxxxxx to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement as if, in the Agents may reasonably requestjudgment of the Company, it is in the best interests of the Company to do so. For the duration of the Delivery Period, the Company will include in its quarterly reports on Form 10-Q, and in its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, (i) the number of Placement Shares sold through Cxxxx-Xxxxxx pursuant to this Agreement, (ii) the Net Proceeds received by the Company from such sales and (iii) the compensation paid by the Company to Cxxxx-Xxxxxx with respect to such sales (or alternatively, to prepare a prospectus supplement (each, an “Interim Prospectus Supplement”) with such summary information and, at least once a quarter and subject to Section 7(b) above, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rules 430A, 430B or 430C under the Securities Act)).

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102similar rule), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities Laws, as appropriateAgent promptly of all such filings if not available on XXXXX. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the interests of the Company to do so. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Agents may reasonably requestto resume the offering of Placement Shares.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102similar rule), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates (taking into account any extensions available under the Exchange Act) all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities Laws, as appropriateAgent promptly of all such filings related to the Placement Shares. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Agents may reasonably requestCompany shall have corrected such misstatement or omission or effected such compliance, the Company shall not notify the Agent to resume the offering of Placement Shares.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will use commercially reasonable efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities Laws, as appropriateAgents promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents to suspend the offering of Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement as if, in the judgment of the Company, it is in the best interests of the Company to do so, during which time of delay the Agents may reasonably requestshall be under no obligation to make any sales of Shares hereunder. For the duration of the Prospectus Delivery Period, the Company will include in its Quarterly Reports on Form 10-Q, and in its Annual Reports on Form 10-K, a summary detailing, for the relevant reporting period, (i) the number of Shares sold through the Agents pursuant to this Agreement and (ii) the Net Proceeds received by the Company from such sales, to the extent required.

Delivery of Prospectus; Subsequent Changes. Within During any period in which the time during which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents Agent under the Securities Act with respect to the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102a similar rule), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates (taking into account any extensions available under the Exchange Act) all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriateAct. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or effect such compliance; provided, however, that the Company may delay the filing of any amendment or supplement if, in the reasonable judgment of the Company, it is in the best interest of the Company to make do so; provided further, however, that any Placement Notices previously delivered shall be suspended during any such delay and the Company may not deliver any Placement Notices during any such delay. If the Company has omitted any information from the Registration Statement or pursuant to Rule 430B under the Prospectuses Securities Act, it will use its reasonable best efforts to comply with the provisions thereof and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of all such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably requestfilings if not available on XXXXX.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents under the Securities Act or Securities Act Regulations with respect to the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) Securities Act Regulations or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102similar rule), the Company will comply in all material respects with all requirements imposed upon it by the Act, by Securities Act and the Rules and Securities Act Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates (taking into account any extensions available under the Exchange Act) all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430B of the Securities Act or Regulations, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B of the Canadian Securities Laws, as appropriateAct Regulations and to notify the Agents promptly of all such filings. If during such period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so. Until such time as the Company has corrected such statement or omission or effected such compliance, the Company shall not notify the Agents may reasonably requestto resume the offering of Placement Shares.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will use commercially reasonable efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to the Canadian Securities Laws, as appropriatesaid Rule 430A and to notify Xxxxx-Xxxxxx promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Xxxxx-Xxxxxx to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement as if, in the Agents may reasonably requestjudgment of the Company, it is in the best interests of the Company to do so. For the duration of the Delivery Period, the Company will include in its quarterly reports on Form 10-Q, and in its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, (i) the number of Placement Shares sold through Xxxxx-Xxxxxx pursuant to this Agreement, (ii) the Net Proceeds received by the Company from such sales and (iii) the compensation paid by the Company to Xxxxx-Xxxxxx with respect to such sales (or alternatively, to prepare a prospectus supplement (each, an “Interim Prospectus Supplement”) with such summary information and, at least once a quarter and subject to Section 7(b) above, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rules 430A, 430B or 430C under the Securities Act)).

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission SEC pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company will promptly immediately notify the Agents to suspend the offering of Placement Shares during such period and, if, in the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company will promptly prepare and and, after complying with Section 8(a)(iii), file with the Canadian Qualifying Authorities and the Commission SEC such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company Partnership will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Partnership with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Partnership has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Canadian Securities Laws, as appropriateAgents promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which it is necessary, in the Prospectuses as then amended opinion of counsel for the Agents or supplemented would for the Partnership, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company Partnership will promptly notify the Agents to suspend the offering of Shares Placement Units during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Partnership will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Partnership) so as may be necessary to correct such statement or omission or to make effect such compliance; provided, however, that the Registration Statement or Partnership may delay the Prospectuses comply with such requirements, and the Company will furnish to the Agents such number filing of copies of such any amendment or supplement as supplement, if in the Agents may reasonably requestjudgment of the Partnership, it is in the best interest of the Partnership.

Delivery of Prospectus; Subsequent Changes. Within the time during During any period in which a prospectus Prospectus relating to the Placement Shares is required to be delivered by the Agents MLV under the Securities Act with respect to the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or (the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102“Prospectus Delivery Period”), each of the Company and the Parent will use its reasonable best efforts to comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it each of the Company and the Parent with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act Act. If the Company or the Parent has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its reasonable best efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to the Canadian Securities Laws, as appropriatesaid Rule 430A and to notify MLV promptly of all such filings. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period the Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company or the Parent will promptly notify the Agents MLV to suspend the offering of Placement Shares during such period and, if, in and the Company’s determination Company and at the Company’s sole discretion, it is necessary to file an amendment Parent will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with the Act or the Canadian Securities Laws, expense of the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Parent) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to the Agents such number of copies of may delay any such amendment or supplement as if, in the Agents judgment of the Company, it is in the best interests of the Company to do so; provided, however, that the Company may reasonably requestdelay any such amendment or supplement if there are no open Placement Notices or pending sales and, in the judgment of the Company, it is in the best interest of the Company to do so.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Laws, the Company Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by the Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission SEC pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities LawsLaws (subject to the AMF Exemption), as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly immediately notify the Agents to suspend the offering of Placement Shares during such period and, if, in the CompanyCorporation’s determination and at the CompanyCorporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly prepare and and, after complying with Section 8(a)(iii), file with the Canadian Qualifying Authorities and the Commission SEC such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request.

Delivery of Prospectus; Subsequent Changes. Within the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Securities Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) the applicability of NI 44-102the Exemption), the Company Corporation will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and RegulationsRegulations and by Canadian Securities Laws, as appropriate and as from time to time in force, and will file or furnish on or before their respective due dates all reports required to be filed or furnished by it with the Commission SEC pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or with the Canadian Qualifying Authorities pursuant to the Canadian Securities Laws, as appropriate. If during such period any event occurs as a result of which the Prospectuses as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly immediately notify the Agents to suspend the offering of Placement Shares during such period and, if, in the CompanyCorporation’s determination and at the CompanyCorporation’s sole discretion, it is necessary to file an amendment or supplement to the Registration Statement or the Prospectuses to comply with the Securities Act or the Canadian Securities Laws, the Company Corporation will promptly prepare and and, after complying with Section 8(a)(iii) hereof, file with the Canadian Qualifying Authorities and the Commission SEC such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with such requirements, and the Company Corporation will furnish to the Agents such number of copies of such amendment or supplement as the Agents may reasonably request. The Corporation shall in good faith discuss with the Agents any change in a fact or circumstance (actual, proposed or prospective) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this Section 8(c).

Delivery of Prospectus; Subsequent Changes. Within During the time during which a prospectus relating to the Shares is required to be delivered by the Agents under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153, Rule 172 or Rule 173(a) under the Act) or the Canadian Securities Laws (disregarding, for such purpose, Section 9.2(1) of NI 44-102)Prospectus Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, by the Rules and Regulations, as appropriate and as from time to time in force, and will to file or furnish on or before their respective due dates all reports and any definitive proxy or information statements required to be filed or furnished by it the Company with the Commission pursuant to Sections 13(a), 13(c), or 14, 15(d) of the Exchange Act, if applicable, or any other provision of or under the Exchange Act or Act. If the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use its commercially reasonable efforts to comply with the Canadian Qualifying Authorities provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and to notify the Canadian Securities LawsAgent promptly of all such filings; provided, as appropriatehowever, that the Company shall not be required to furnish any document to the Agents to the extent such document is available on EXXXX. If during such period the Prospectus Delivery Period any event occurs as a result of which the Prospectuses Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period Prospectus Delivery Period it is necessary to amend or supplement the Registration Statement or the Prospectuses Prospectus to comply with the Act or the Canadian Securities LawsAct, the Company will promptly notify the Agents Agent to suspend the offering of Shares Placement Securities during such period and, if, in and the Company’s determination and at the Company’s sole discretion, it is necessary to file an amendment Company will promptly amend or supplement to the Registration Statement or Prospectus (at the Prospectuses to comply with expense of the Act or the Canadian Securities Laws, the Company will promptly prepare and file with the Canadian Qualifying Authorities and the Commission such amendment or supplement Company) so as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectuses comply with effect such requirementscompliance; provided, and however, that the Company will furnish to may delay the Agents such number filing of copies of such any amendment or supplement as supplement, if in the Agents may reasonably requestjudgment of the Company, it is in the best interest of the Company.