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

Distribution and Certain Obligations of the Underwriters. (a) Each of the Underwriters shall, and shall require any investment dealer or broker, other than the Underwriters, with which it has a contractual relationship in respect of the distribution of the Units (a “Selling Firm”) to, comply with the Canadian Securities Laws in connection with the distribution of the Units in Canada and shall offer the Units for sale to the public in Canada directly and through Selling Firms upon the terms and conditions set out in the Prospectus or any Prospectus Amendment and this Agreement. Each of the Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Units only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Each of the Underwriters shall, and shall require any Selling Firm to agree to, distribute the Units in Canada and in the United States in a manner which complies with and observe all applicable laws and regulations (including Regulation D and Regulation S) in each jurisdiction into and from which they may offer to sell the Units or distribute the Prospectus or any Prospectus Amendment in connection with the distribution of the Units and will not, directly or indirectly, offer, sell or deliver any Shares or deliver the Prospectus or any Prospectus Amendment to any person in any jurisdiction other than in the Qualifying Provinces and the Qualifying States except in a manner which will not require Pretivm to violate any law or comply with the registration, prospectus, filing or other similar requirements under the applicable securities laws of such other jurisdictions. (c) For the purposes of this section 3, each of the Underwriters shall be entitled to assume that the distribution of the Units is qualified under the Canadian Securities Laws in any Qualifying Province where a receipt or similar document for the Prospectus shall have been obtained from the applicable Canadian Securities Regulator following the filing of the Prospectus, and none of the Underwriters shall be liable in respect of or in relation to any of the other Underwriters’ performance of their obligations pursuant to this section 3 or Schedule A. (d) Pretivm, Silver Standard and the Underwriters agree that Schedule A to this Agreement, entitled “U.S. Selling Restrictions”, is incorporated by reference in and shall form part of this Agreement. (e) Xxxxxxx shall only distribute the Units in the United States. (f) The obligations of the Underwriters under this Section 3 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a1) Each The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Offered Units. The Underwriters shall, and shall require any investment such dealer or broker, other than the Underwriters, with which it has the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (a “Selling Firm”) to, comply with the applicable Canadian Securities Laws and United States Securities Laws in connection with the distribution of the Offered Units in Canada and shall offer the Offered Units for sale to the public in Canada the Qualifying Jurisdictions directly and through the Selling Firms upon the terms and conditions (including the offer price) set out in the Prospectus or any Prospectus Amendment Offering Documents and this Agreement. Each of the The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Offered Units only in those jurisdictions where they the Offered Units may be lawfully offered for sale or sold. (b2) Each of the The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Offered Units in Canada and in the United States in a manner which that complies with and observe all applicable laws and regulations (including Regulation D in connection with offers and Regulation Ssales in the United States pursuant to Rule 144A and pursuant to the laws of any applicable U.S. states) in each jurisdiction into and from which they may offer to sell the Offered Units or distribute the Prospectus or any Prospectus Amendment Final Offering Documents, as applicable, in connection with the distribution of the Offered Units and will not, and will require any Selling Firm not to, directly or indirectly, offer, sell or deliver any Shares Offered Units or deliver the Prospectus Final Offering Documents or any Prospectus Amendment other document (including, for greater certainty, the marketing materials) to any person in any jurisdiction other than in the Qualifying Provinces and the Qualifying States jurisdiction, except in a manner which will not require Pretivm the Company to violate any law or comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such any jurisdictions (other jurisdictionsthan the Qualifying Jurisdictions). (c3) The Company acknowledges and agrees that the Underwriters are acting severally and not jointly (nor jointly and severally) in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and no Underwriter shall be liable for any act, omission or conduct by any other Underwriter or Selling Firm appointed by any other Underwriter. (4) For the purposes of this section 3Section 4, each of the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution of the Units is qualified under the Canadian Securities Laws in any Qualifying Province Jurisdiction where a receipt or similar document for the Prospectus shall have been obtained obtained, or deemed to have been obtained, from the applicable Canadian Securities Regulator following the filing of the Prospectus, and none Prospectus in each of the Underwriters shall Qualifying Jurisdictions. (5) The Company acknowledges that the Lead Underwriter shall, in its sole discretion and without notice to or consent of the Company, be liable in respect of or in relation entitled to assign its underwriting commitment under this Agreement to any of its affiliates within the other Underwriters’ performance Canaccord Genuity Group of their obligations pursuant to this section 3 or Schedule A. (d) Pretivm, Silver Standard and the Underwriters agree that Schedule A to this Agreement, entitled “U.S. Selling Restrictions”, is incorporated by reference in and shall form part of this AgreementCompanies. (e) Xxxxxxx shall only distribute the Units in the United States. (f) The obligations of the Underwriters under this Section 3 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a) Each of the Underwriters shall, and shall require any investment dealer or broker, other than the Underwriters, with which it has a contractual relationship in respect of the distribution of the Units (a “"Selling Firm”) to"), to comply with the Canadian Securities Laws in connection with the distribution of the Units in Canada and shall offer the Units for sale to the public in Canada directly and through Selling Firms upon the terms and conditions set out in the Prospectus or any Prospectus Amendment and this Agreement. Each of the Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Units only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall not, without the consent of the Fund, distribute the Units outside Canada and the United States. (b) Each of the Underwriters shall, and shall require any Selling Firm to agree to, distribute the Units in Canada and in the United States in a manner which complies with and observe all applicable laws and regulations (including Regulation D Rule 144A and Regulation S) in each jurisdiction into and from which they may offer to sell the Units or distribute the Prospectus or any Prospectus Amendment in connection with the distribution of the Units and will not, directly or indirectly, offer, sell or deliver any Shares Units or deliver the Prospectus or any Prospectus Amendment to any person in any jurisdiction other than in the Qualifying Provinces and the Qualifying States except in a manner which will not require Pretivm the Fund to violate any law or comply with the registration, prospectus, filing or other similar requirements under the applicable securities laws of such other jurisdictions. (c) For the purposes of this section 3, each of the Underwriters shall be entitled to assume that the Units are qualified for distribution of the Units is qualified under the Canadian Securities Laws in any Qualifying Province where a receipt or similar document for the Prospectus shall have been obtained from the applicable Canadian Securities Regulator securities commission following the filing of the Prospectus, and none of the Underwriters shall be liable in respect of or in relation to any of the other Underwriters’ ' performance of their obligations pursuant to this section 3 or Schedule A. (d) Pretivm, Silver Standard The Fund and the Underwriters agree that Schedule A to this Agreement, entitled “U.S. Selling Restrictions”"Rule 144A Sales in the United States", is incorporated by reference in and shall form part of this Agreement. (e) Xxxxxxx The Underwriters shall only distribute cause the distribution of the Units to occur in such a manner that less than 49% of the units are purchased by Non-Residents (as defined in the United States. (fFund Declaration of Trust) The obligations and shall, upon the reasonable request of the Underwriters under this Section 3 are several and not joint or joint and several. No Underwriter will be liable for any actFund, omission, default or conduct provide the Fund with a certificate specifying the number of Units purchased by any other Underwriter or any Selling Firm appointed by any other UnderwriterNon-Residents pursuant to such distribution.

Distribution and Certain Obligations of the Underwriters. (a) Each of the The Underwriters shall, and shall require any investment dealer or broker, other than the Underwriters, with which it has the Underwriters have a contractual relationship in respect of the distribution of the Units Securities (a “Selling Firm”) to), to comply with the Canadian Securities Laws in connection with the distribution of the Units in Canada Purchased Securities and shall offer the Units Securities for sale to the public in Canada directly and through Selling Firms upon the terms and conditions set out in the Prospectus or any Prospectus Amendment Offering Documents and this Agreement. Each of the The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Units Securities only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Each of the The Underwriters shall, and shall require any Selling Firm to agree toagree, to distribute the Units in Canada and in the United States Securities in a manner which complies with and observe all applicable laws and regulations (including Regulation D and Regulation S) in each jurisdiction into and from which they may offer to sell the Units Securities or distribute the Prospectus or any Prospectus Amendment Offering Documents in connection with the distribution of the Units Securities and will not, directly or indirectly, offer, sell or deliver any Shares Securities or deliver the Prospectus or any Prospectus Amendment Offering Documents to any person in any jurisdiction other than in the Qualifying Provinces and the Qualifying States Jurisdictions except in a manner which will not require Pretivm the Corporation to violate any law or comply with the registration, prospectus, filing or other similar requirements under the applicable securities laws of such other jurisdictions. (c) For the purposes of this section 3paragraph, each of the Underwriters shall be entitled to assume that the Securities are qualified for distribution of the Units is qualified under the Canadian Securities Laws in any Qualifying Province Jurisdiction where a receipt or similar document for the Final Prospectus shall have been obtained from the applicable Canadian Securities Regulator securities commission following the filing of the Final Prospectus, and none of the Underwriters shall be liable in respect of or in relation to any of the other Underwriters’ performance of their obligations pursuant to this section 3 or Schedule A. (d) Pretivm, Silver Standard and the Underwriters agree that Schedule A to this Agreement, entitled “U.S. Selling Restrictions”, is incorporated by reference in and shall form part of this Agreement. (e) Xxxxxxx shall only distribute the Units in the United States. (f) The obligations of the Underwriters under this Section 3 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a1) Each of the The Underwriters shall, and shall require any investment dealer or broker, other than the Underwriters, with which it has the Underwriters have a contractual relationship in respect of the distribution of the Units Offered Shares (a “Selling Firm”) to), to comply with the Canadian Securities Laws in connection with the distribution of the Units in Canada Offered Shares and shall offer the Units Offered Shares for sale to the public in Canada directly and through Selling Firms upon the terms and conditions set out in the Prospectus or any Prospectus Amendment and this Agreement. Each of the The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Units Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b2) Each of the The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Units in Canada and in the United States Offered Shares in a manner which complies with and observe all applicable laws and regulations (including Rule 144A, Rule 506(b) of Regulation D and D, Section 4(a)(2) under the 1933 Act, Regulation S, and applicable exemptions from the registration requirements of the securities laws of any state of the United States) in each jurisdiction into and from which they may offer to sell the Units Offered Shares or distribute the Prospectus or any Prospectus Amendment in connection with the distribution of the Units Offered Shares (including those set forth in Schedule “A” to this Agreement and any exhibits thereto) and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectus or any Prospectus Amendment to any person in any jurisdiction other than in the Qualifying Provinces and the Qualifying States Jurisdictions except in a manner which will not require Pretivm the Corporation to violate any law or comply with the registration, prospectus, filing or other similar requirements under the applicable securities laws of such other jurisdictions. (c) For the purposes of this section 3, each of the Underwriters shall be entitled to assume that the distribution of the Units is qualified under the Canadian Securities Laws in any Qualifying Province jurisdictions where a receipt or similar document for the Prospectus shall have been obtained from the applicable Canadian Securities Regulator securities commission following the filing of the Prospectus, and none of the Underwriters shall be liable in respect of or in relation to any of the other Underwriters’ performance of their obligations pursuant to this section 3 or Schedule A.. (d3) Pretivm, Silver Standard The Corporation and the Underwriters agree that Schedule A “A” to this AgreementAgreement (and any exhibits thereto), entitled “U.S. Selling Restrictions”, United States Offers and Sales” is incorporated by reference in and shall form part of this Agreement. (e4) Xxxxxxx During the distribution of the Offered Shares: (a) the Corporation shall only distribute prepare, in consultation with the Units Lead Underwriters, any marketing materials (including any template version thereof) to be provided to potential investors in the United StatesOffered Shares, and approve in writing (which approval may be provided by e-mail) any such marketing materials (including any template version thereof), as may reasonably be requested by the Underwriters, such marketing materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably. (fb) the Lead Underwriters shall, on behalf of the Underwriters, approve in writing (which approval may be provided by e-mail) any such marketing materials (including any template version thereof), as contemplated by Canadian Securities Laws, prior to any marketing materials being provided to potential investors in the Offered Shares and filed with the Canadian Securities Regulators. (c) the Corporation shall, to the extent required by Canadian Securities Laws, file any such marketing materials (including any template version thereof) with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor in the Offered Shares. Any Comparables and any disclosure relating to such Comparables shall be removed from the publicly available template version of any marketing materials in accordance with NI 41-101 prior to filing such template version with the Canadian Securities Regulators. (5) The Corporation and each Underwriter agree, during the distribution of the Offered Shares, not to provide any potential investors in the Offered Shares with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (a) marketing materials that have been approved and filed in accordance with this Section 3; (b) any standard term sheets (provided they are in compliance with Canadian Securities Laws); and (c) the Prospectuses. (6) Notwithstanding Section 3(4) and Section 3(5), following the approval and filing of any template version of any marketing materials in accordance with Section 3(4), the Underwriters may provide a limited-use version of such marketing materials to potential investors in the Offered Shares in accordance with Canadian Securities Laws. (7) The obligations of the Underwriters under this Section 3 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a) Each of the Underwriters shall, and shall require any investment dealer or broker, other than the Underwriters, with which it has a contractual relationship in respect of the distribution of the Units Shares or the Offered Shares (a “Selling Firm”) to, comply with the Canadian Securities Laws in connection with the distribution of the Units Shares and the Offered Shares in Canada and shall offer the Units Shares and the Offered Shares for sale to the public in Canada directly and through Selling Firms upon the terms and conditions set out in the Prospectus or any Prospectus Amendment and this Agreement. Each of the Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Units Shares and the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold. (b) Each of the Underwriters shall, and shall require any Selling Firm to agree to, distribute the Units Shares and the Offered Shares in Canada and in the United States in a manner which complies with and observe all applicable laws and regulations (including Regulation D and Regulation S) in each jurisdiction into and from which they may offer to sell the Units Shares or the Offered Shares or distribute the Prospectus or any Prospectus Amendment in connection with the distribution of the Units Shares or the Offered Shares and will not, directly or indirectly, offer, sell or deliver any Shares or any Offered Shares or deliver the Prospectus or any Prospectus Amendment to any person in any jurisdiction other than in the Qualifying Provinces and the Qualifying States except in a manner which will not require Pretivm the Company to violate any law or comply with the registration, prospectus, filing or other similar requirements under the applicable securities laws of such other jurisdictions. (c) For the purposes of this section 3, each of the Underwriters shall be entitled to assume that the distribution of the Units Shares and the Offered Shares is qualified under the Canadian Securities Laws in any Qualifying Province where a receipt or similar document for the Prospectus shall have been obtained from the applicable Canadian Securities Regulator following the filing of the Prospectus, and none of the Underwriters shall be liable in respect of or in relation to any of the other Underwriters’ performance of their obligations pursuant to this section 3 or Schedule A. (d) PretivmThe Company, Silver Standard the Vendor and the Underwriters agree that Schedule A to this Agreement, entitled “U.S. Selling Restrictions”, is incorporated by reference in and shall form part of this Agreement. (e) Xxxxxxx shall only distribute the Units Shares in the United States. (f) The obligations of the Underwriters under this Section 3 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.

Distribution and Certain Obligations of the Underwriters. (a) Each of the The Underwriters shall, and shall require any investment dealer or broker, broker (other than the Underwriters, ) with which it has the Underwriters have a contractual relationship in respect of the distribution of the Units Offered Debentures (each, a “Selling Firm”) to agree to, comply with the Canadian Securities Laws in connection with the distribution of the Units in Canada Offered Debentures and shall offer the Units Offered Debentures for sale to the public in Canada directly and through Selling Firms upon the terms and conditions set out in the Prospectus or any Prospectus Amendment and this Agreement. Each of the The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Units Offered Debentures only in those jurisdictions where they may be lawfully offered for sale or sold. The Underwriters shall: (i) use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Debentures as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Underwriters and the Selling Firms have ceased distribution of the Offered Debentures and provide a breakdown of the number of Offered Debentures distributed in each of the Qualifying Provinces where such breakdown is required for the purpose of calculating fees payable to the Canadian Securities Commissions. (b) Each of the The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Units in Canada and in the United States Offered Debentures in a manner which complies with and observe observes all applicable laws and regulations (including Regulation D and Regulation S) regulations, including, for greater certainty, all Securities Laws, in each jurisdiction into and from which they may offer to sell the Units Offered Debentures or distribute the Prospectus Prospectus, any Supplementary Material or any Prospectus Amendment the U.S. Private Placement Memorandum in connection with the distribution of the Units Offered Debentures and will not, directly or indirectly, offer, sell or deliver any Shares Offered Debentures or deliver the Prospectus Prospectus, any Supplementary Material or any Prospectus Amendment the U.S. Private Placement Memorandum to any person in any jurisdiction other than in the Qualifying Provinces and the Qualifying States except in a manner which will not require Pretivm the Corporation to violate any law or comply with the registration, prospectus, filing filing, continuous disclosure or other similar requirements under the applicable securities laws Securities Laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. (c) For . Subject to the purposes of this section 3foregoing, each of the Underwriters and any Selling Firm shall be entitled to assume that offer and sell the distribution Offered Debentures in the United States solely pursuant to an applicable exemption or exemptions from the registration requirements of the Units is qualified under U.S. Securities Act and applicable state securities laws and in other international jurisdictions in accordance with any applicable securities and other laws in the Canadian Securities Laws jurisdictions in any Qualifying Province where a receipt which the Underwriters and/or Selling Firms offer the Offered Debentures. Any offer or similar document for the Prospectus shall have been obtained from the applicable Canadian Securities Regulator following the filing sale of the Prospectus, and none of Offered Debentures in the Underwriters United States shall be liable made in respect of or accordance with the terms and conditions set out in relation to any of the other Underwriters’ performance of their obligations pursuant to this section 3 or Schedule A. (d) Pretivm, Silver Standard and the Underwriters agree that Schedule A “A” to this Agreement, entitled “U.S. Selling Restrictions”which terms and conditions and the representations, is warranties and covenants of the parties therein, are hereby incorporated by reference in and shall form part of this Agreement. (ec) Xxxxxxx For the purposes of this subsection 5(c), the Underwriters shall only distribute be entitled to assume that the Units Offered Debentures are qualified for distribution in any Qualifying Province where a receipt or similar document in respect of the Final Prospectus shall have been obtained from the applicable Canadian Securities Commissions (including the Final Decision Document) following the filing of the Final Prospectus unless otherwise notified in writing. (d) Notwithstanding the foregoing provisions of this subsection 5(d), an Underwriter will not be liable to the Corporation under this subsection 5(d) with respect to a default under this subsection 5(d) or Schedule “A” by another Underwriter or another Underwriter’s Selling Firm or duly registered broker-dealer affiliate in the United States, as the case may be. (f) The obligations of the Underwriters under this Section 3 are several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or any Selling Firm appointed by any other Underwriter.