Common use of Distribution and Certain Obligations of the Agent Clause in Contracts

Distribution and Certain Obligations of the Agent. (a) The Agent shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, agree to comply with the Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares Units or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws and all other applicable laws or regulatory requirements in connection with the distribution of the Offered Shares Units and shall offer the Offered Shares Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares Units only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares Units as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares Units and provide a breakdown of the number of Offered Shares Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares Units in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which of the Qualifying Jurisdictions they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares Units and will not, directly or indirectly, offer, sell or deliver any Offered Shares Units or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, with the consent of the Corporation, such consent not to be unreasonably withheld, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares Units in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares Units provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares Units and Agent’s Warrants Compensation Options are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants Compensation Options are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws and all other applicable laws or regulatory requirements in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which of the Qualifying Jurisdictions they may offer to sell the SecuritiesOffered Shares, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, with the consent of the Corporation, such consent not to be unreasonably withheld, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares and grant of the Agent’s Warrants Compensation Options and the Securities are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, agree to offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold and to comply with the Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. . (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: : (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and and (ii) promptly notify the Corporation when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (bc) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which they may offer to sell the SecuritiesOffered Shares, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or and Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (cd) The Agent shall, and shall require any Selling Firm to, distribute the Offered Shares in a manner which enables the Corporation to meet the minimum share distribution requirements for listing the Common Shares on the TSXV. (e) For the purposes of this paragraph Section 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) Firm to agree to, agree to comply with the Applicable Securities Laws in connection with the distribution of the Offered Shares Units and shall offer the Offered Shares Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus Supplement and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Shares Units only in those jurisdictions where they may be lawfully offered for sale or sold and shall seek the prior consent of the Company, such consent not to be unreasonably withheld, regarding the jurisdictions other than the Qualifying Jurisdictions and the United States and other jurisdictions where the Units are to be offered and sold. The Agent shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares Units as soon as reasonably practicablepracticable but in any event no later than 42 days after the filing of the Prospectus Supplement; and (ii) promptly notify as soon as practicable after the Corporation when, in its opinion, completion of the Agent and the Selling Firms have ceased distribution of the Offered Shares Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date, notify the Company thereof and provide the Company with a breakdown of the number of Offered Shares Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities RegulatorsJurisdictions. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm Firms shall be entitled to offer and sell the Offered Shares Units to purchasers in the United States or to or for the account or benefit of U.S. Persons to (i) U.S. Accredited Investors, or (ii) Qualified Institutional Buyers, pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 506(c) of Regulation D under the U.S. Securities Act and similar exemptions from the registration requirements under applicable state securities laws, with whom the Agent and any Selling Firm has a pre-existing relationship with such U.S. Accredited Investor or Qualified Institutional Buyer prior to October 20, 2021, and in other jurisdictions in accordance with any applicable securities and other Laws laws in such the jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that Units. Any offer or sale of the Corporation is not required Units to file a prospectus purchasers in the United States or other disclosure document to or become subject to continuing obligations in such other jurisdictions, for the account or benefit of U.S. Persons will be made in accordance with the provisions of this AgreementSchedule “B” hereto. (c) For During the purposes distribution of this paragraph 3the Units, other than the Offering Documents, the press release announcing the Offering and the Term Sheets (which Term Sheet the Company and the Agent agree is a “template version” within the meaning of NI 44-101 of such marketing materials), the Company and the Agent shall be entitled not provide any potential investor with any materials or written communication in relation to assume the distribution of the Units. The Company and the Agent, on a several basis, covenant and agree (i) not to provide any potential investor of Units with any marketing materials unless a template version of such marketing materials has been filed by the Company with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Units, (ii) not to provide any potential investor in the Qualifying Jurisdictions with any materials or information in relation to the distribution of the Units or the Company other than (a) such marketing materials that the Offered Shares and Agent’s Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from approved and filed in accordance with NI 44-101, (b) the applicable Canadian Preliminary Prospectus, the Prospectus, the Prospectus Supplement and any Supplementary Material, and (c) any “standard term sheets” (within the meaning of Applicable Securities Regulators Laws) approved in writing by the Company and the Agent, and (including a receipt for iii) that any marketing materials approved and filed in accordance with NI 44-101 and any standard term sheets approved in writing by the Final Prospectus issued under Company and the Passport System) following Agent, shall only be provided to potential investors in the filing Qualifying Jurisdictions (other than the Province of the Final Prospectus unless otherwise notified in writingQuébec). (d) The Corporation Agent and the Agent agree each Selling Firm, if any, understands that the Offered Shares Company has a “substantial U.S. market interest” in its equity securities, as such term is defined in Rule 902(j) of Regulation S under the U.S. Securities Act, and severally represents, warrants, covenants and acknowledges that except as permitted by Schedule “B” attached hereto: (i) it will not be offered offer or sold in sell the Units or Compensation Securities within the United States or to, or for the account or benefit of, United States persons.U.S. Persons: (A) as part of its distribution at any time or (B) otherwise until a one-year distribution compliance period after the later of the commencement of the Offering and the Closing Date or an Option Closing Date (as applicable (the “Distribution Compliance Period”); and (ii) any offer or sale of the Units or Compensation Securities during the Distribution Compliance Period will only be made pursuant to the following conditions: A. in compliance with Rule 903 of Regulation S to non-U.S. Persons who are not acquiring the Units or Compensation Securities for the account or benefit of any U.S. Person, who agree to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration thereunder, and who agree not to engage in hedging transactions with regard to such securities unless in compliance with the U.S. Securities Act; or

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and and (ii) promptly notify the Corporation when, in its opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship with in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Applicable Laws and regulations in each jurisdiction into and from which they may offer to sell the SecuritiesOffered Shares, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares in all material respects, and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoingforegoing and with the prior written agreement of the Corporation, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3Section 4, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and Agent shall use commercially reasonable efforts to cause the Agent agree that distribution of the Offered Shares will not be offered or sold to occur in such a manner that the United States or to, or minimum distribution requirements for the account of, United States personsinitial listing and posting for trading of the Common Shares on the CSE are satisfied.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “"Selling Firm”") to, to agree to comply with the Securities Laws and all other applicable laws or regulatory requirements in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation Company when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which of the Qualifying Jurisdictions they may offer to sell the SecuritiesOffered Shares, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation Company to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, with the consent of the Company, such consent not to be unreasonably withheld, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation Company is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent Units (each, a “Selling Firm”) to agree to, agree to comply with the Applicable Securities Laws in connection with the distribution of the Offered Shares Units and shall offer the Offered Shares Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares Units only in those jurisdictions where they may be lawfully offered for sale or sold and shall seek the prior consent of the Company, such consent not to be unreasonably withheld, regarding the jurisdictions other than the Qualifying Jurisdictions where the Offered Units are to be offered and sold. The Agent shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares Units as soon as reasonably practicablepracticable but in any event no later than 90 days after the date of the Final Receipt; and (ii) promptly notify as soon as practicable after the Corporation when, in its opinion, completion of the Agent and the Selling Firms have ceased distribution of the Offered Shares Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date, notify the Company thereof and provide the Company with a breakdown of the number of Offered Shares Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities RegulatorsJurisdictions. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares Units only through appropriately registered investment dealers or brokers and in a manner which complies with and observes all applicable Applicable Securities Laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, Offered Units or distribute the Prospectus any Offering Document or any Supplementary Material marketing materials in connection with the distribution of the Offered Shares Units and will not, directly or indirectly, offer, sell or deliver any Offered Shares Units or deliver the Prospectus any Offering Documents or any Supplementary Material marketing materials to any person in any jurisdiction other than in the Qualifying Jurisdictions except in such other jurisdictions as may be agreed in writing by the Company and in a manner which will not require the Corporation Company to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental unreasonable filing fees which relate to such other jurisdictions. Subject . (c) Neither the Agent, nor any Selling Firm or investment dealer with which the Agent has a contractual relationship in respect of the distribution of the Offered Units, has made or will make any offer to sell, or any solicitation of an offer to buy, any Offered Units to a person in the foregoingUnited States or to, or for the account or benefit of, a U.S. Person. (d) The Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares Units to purchasers in such other jurisdictions outside of Canada and the United States as agreed to between the Company and the Agent, acting reasonably, in accordance with any applicable securities and other Laws laws in such the jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this AgreementUnits. (ce) For the purposes of this paragraph 3Section 4, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants Units are qualified for distribution in any Qualifying Jurisdiction where a receipt Final Receipt or similar document for the Final Prospectus shall have been obtained from or deemed issued by the applicable Canadian Securities Regulators Commission (including a receipt for the Final Prospectus Receipt issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writingwriting by the Company. (df) The Corporation During the distribution of the Offered Units, other than the Offering Documents, a press release complying with Rule 134 of the U.S. Securities Act announcing the Offering and the marketing materials, the Company and the Agent agree that shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered Shares will Units. The Company and the Agent covenant and agree (i) not be offered to provide any potential investor of Offered Units with any marketing materials unless a template version of such marketing materials has been filed by the Company with the Securities Commissions on or sold before the day such marketing materials are first provided to any potential investor of Offered Units, (ii) not to provide any potential investor in the United States Qualifying Jurisdictions with any materials or toinformation in relation to the distribution of the Offered Units or the Company other than (a) such marketing materials that have been approved and filed in accordance with NI 44-101, or for (b) the account ofPreliminary Prospectus, United States personsthe Amended and Restated Preliminary Prospectus, the Final Prospectus and any Supplementary Material, and (c) any “standard term sheets” (within the meaning of Applicable Securities Laws) approved in writing by the Company and the Agent, and (iii) that any marketing materials approved and filed in accordance with NI 44-101 and any standard term sheets approved in writing by the Company and the Agent shall only be provided to potential investors in the Qualifying Jurisdictions.

Distribution and Certain Obligations of the Agent. (a) The Agent shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares Units or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws in connection with the distribution of the Offered Shares Units and shall offer the Offered Shares Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares Units only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares Units as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares Units and provide a breakdown of the number of Offered Shares Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares Units in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares Units and will not, directly or indirectly, offer, sell or deliver any Offered Shares Units or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares Units in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares Units provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph Section 3, the Agent shall be entitled to assume that the Offered Shares Units, CF Units and the Agent’s Compensation Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants Compensation Options are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. ‌ (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, Firm to agree to comply with the Securities Laws in connection with the distribution of the Offered Shares Units and shall offer the Offered Shares Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares Units only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares Units as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares Units and provide a breakdown of the number of Offered Shares Units distributed in each of the Qualifying Offering Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators.Regulators.‌ (b) The Agent shall, and shall use its their commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares Units in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or solicit the purchase of the Units from the Corporation by Purchasers, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares Units and will not, directly or indirectly, offer, sell or deliver any Offered Shares Units or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Offering Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares Securities in such other jurisdictions in accordance with any applicable securities and other Laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictionsOffering Jurisdictions, in accordance with the provisions of this Agreement.Agreement.‌ (c) For the purposes of this paragraph Section 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants Units are qualified for distribution in any Qualifying Canadian Offering Jurisdiction where a receipt or similar document for the Final Base Shelf Prospectus shall have has been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.Regulators.‌

Distribution and Certain Obligations of the Agent. (a) The Agent Agents shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which any of the Agent has Agents have a contractual relationship in respect of the distribution of the Offered Shares Units or who are otherwise offered selling group participation by any of the Agent Agents (each, a “Selling Firm”) to, to agree to comply with the Securities Laws in connection with the distribution of the Offered Shares Units and shall offer the Offered Shares Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this the Agreement. The Agent Agents shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares Units, only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent Agents shall: (i) use all reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares Units as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its their opinion, the Agent Agents and the Selling Firms have ceased distribution of the Offered Shares Units and provide a breakdown of the number of Offered Shares Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent Agents shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares Units in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which they may offer to sell the Securities, or solicit the purchase of the Units from the Corporation by substituted purchasers, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares Units and will not, directly or indirectly, offer, sell or deliver any Offered Shares Units or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, the Agent Agents and any Selling Firm shall be entitled to offer and sell the Offered Shares Units in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which any of the Agent Agents and/or Selling Firms offer the Offered Shares Units provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this the Agreement. (c) For the purposes of this paragraph 3, the Agent Agents shall be entitled to assume that the Offered Shares and Agent’s Warrants Units are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares Units or who are otherwise offered selling group participation by the Agent (each, a “Selling Firm”) to, to agree to comply with the Securities Laws and all other applicable laws or regulatory requirements in connection with the distribution of the Offered Shares Units and shall offer the Offered Shares Units for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares Units only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares Units as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares Units and provide a breakdown of the number of Offered Shares Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares Units in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which of the Qualifying Jurisdictions they may offer to sell the Securities, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares Units and will not, directly or indirectly, offer, sell or deliver any Offered Shares Units or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, with the consent of the Corporation, such consent not to be unreasonably withheld, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares Units in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares Units provided that the Corporation is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares Units and Agent’s Warrants Compensation Options are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final Prospectus issued under the Passport System) following the filing of the Final Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.

Distribution and Certain Obligations of the Agent. (a) The Agent shall, and shall use its commercially reasonable efforts to require any investment dealer or broker (other than the Agent) with which the Agent has a contractual relationship in respect of the distribution of the Offered Shares or who are otherwise offered selling group participation by the Agent (each, a “"Selling Firm”") to, to agree to comply with the Securities Laws and all other applicable laws or regulatory requirements in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final A&R Prospectus and this Agreement. The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to, offer for sale to the public and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. The Agent shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Shares as soon as reasonably practicable; and (ii) promptly notify the Corporation Company when, in its their opinion, the Agent and the Selling Firms have ceased distribution of the Offered Shares and provide a breakdown of the number of Offered Shares distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to the Securities Regulators. (b) The Agent shall, and shall use its commercially reasonable efforts to require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observes all applicable Laws laws and regulations in each jurisdiction into and from which of the Qualifying Jurisdictions they may offer to sell the SecuritiesOffered Shares, or distribute the Prospectus or any Supplementary Material in connection with the distribution of the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Supplementary Material to any person in any jurisdiction other than in the Qualifying Jurisdictions except in a manner which will not require the Corporation Company to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. Subject to the foregoing, with the consent of the Company, such consent not to be unreasonably withheld, the Agent and any Selling Firm shall be entitled to offer and sell the Offered Shares in such other jurisdictions in accordance with any applicable securities and other Laws laws in such jurisdictions in which the Agent and/or Selling Firms offer the Offered Shares provided that the Corporation Company is not required to file a prospectus or other disclosure document or become subject to continuing obligations in such other jurisdictions, in accordance with the provisions of this Agreement. (c) For the purposes of this paragraph 3, the Agent shall be entitled to assume that the Offered Shares and Agent’s Warrants are qualified for distribution in any Qualifying Jurisdiction where a receipt or similar document for the Final A&R Prospectus shall have been obtained from the applicable Canadian Securities Regulators (including a receipt for the Final A&R Prospectus issued under the Passport System) following the filing of the Final A&R Prospectus unless otherwise notified in writing. (d) The Corporation and the Agent agree that the Offered Shares will not be offered or sold in the United States or to, or for the account of, United States persons.