Common use of Distribution Obligations Clause in Contracts

Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (each, a “Selling Firm”) to agree to, comply with the Applicable Securities Laws in connection with the distribution thereof and shall offer the Offered Units for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions that comply with Section 2 and 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 where the Offered Units are to be offered and sold, provided that such offer and sale will not require the Company to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictions. (b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units to purchasers in the United States solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and the registration or qualification requirements of applicable state securities laws, and in other jurisdictions outside of Canada and the United States that comply with Section 2 in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Units. Any offer or sale of the Offered Units to purchasers in the United States will be made in accordance with Schedule “A” hereto. (c) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in any Qualifying Jurisdiction where a Passport Receipt or similar document for the Prospectus shall have been obtained from or deemed issued by the applicable Securities Commission (including a Final Receipt for the Prospectus issued under the Passport System) following the filing of the Prospectus, unless otherwise notified in writing by the Company. (d) During the distribution of the Offered Units, other than the Offering Documents, the press release announcing the Offering, the Term Sheet (which the Company and the Underwriters agree is a “template version” within the meaning of NI 44-101 of such marketing materials), the Underwriters shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered Units. The Company, and the Underwriters (on a several basis), each covenant and agree (i) not 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 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 Qualifying Jurisdictions with any materials or information 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, (b) the Preliminary Prospectus, the 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 Beacon on behalf of the Underwriters, 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 Beacon on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions. (e) Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Company under this Section 4 or Schedule “A” with respect to a default under this Section 4 or Schedule “A” by another Underwriter or another Underwriter’s U.S. Affiliate or any Selling Firm appointed by another Underwriter. However, each Underwriter shall be liable to the Company under this Section 4 or Schedule “A” with respect to any breach by it, or its U.S. Affiliate or any Selling Firm appointed by it of this Section 4 or of the selling restrictions set forth in Schedule “A”.

Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (each, a “Selling Firm”) to agree to, comply with the Applicable Securities Laws in connection with the distribution thereof and shall offer the Offered Units for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions that comply with Section 2 and 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 where the Offered Units are to be offered and sold, provided that such offer and sale will not require the Company to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictions. (b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units to purchasers in the United States solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and the registration or qualification requirements of applicable state securities laws, and in other jurisdictions outside of Canada and the United States that comply with Section 2 in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Units. Any offer or sale of the Offered Units to purchasers in the United States will be made in accordance with Schedule “A” hereto. (c) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in any Qualifying Jurisdiction where a Passport Receipt or similar document for the Prospectus shall have been obtained from or deemed issued by the applicable Securities Commission (including a Final Receipt for the Prospectus issued under the Passport System) following the filing of the Prospectus, unless otherwise notified in writing by the Company. (d) During the distribution of the Offered Units, other than the Offering Documents, the press release announcing the Offering, the Term Sheet (which the Company and the Underwriters agree is a “template version” within the meaning of NI 44-101 of such marketing materials), the Underwriters shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered Units. The Company, and the Underwriters (on a several basis), each covenant and agree (i) not 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 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 Qualifying Jurisdictions with any materials or information 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, (b) the Preliminary Prospectus, the 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 Beacon Canaccord on behalf of the Underwriters, 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 Beacon Canaccord on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions. (e) Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Company under this Section 4 or Schedule “A” with respect to a default under this Section 4 or Schedule “A” by another Underwriter or another Underwriter’s U.S. Affiliate or any Selling Firm appointed by another Underwriter. However, each Underwriter shall be liable to the Company under this Section 4 or Schedule “A” with respect to any breach by it, or its U.S. Affiliate or any Selling Firm appointed by it of this Section 4 or of the selling restrictions set forth in Schedule “A”. (f) The Company acknowledges that Canaccord shall, in its sole discretion and without notice to or consent of the Company, be entitled to assign its underwriting commitment under this Agreement to any affiliate or subsidiary of Canaccord Genuity Group Inc., provided that no such assignment shall relieve Canaccord of any liability or its obligations under or in connection with this Agreement.

Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other oethr than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (each, a “Selling Firm”) to agree to, comply with the Applicable Securities Laws in connection ³Selling Firm ´ W R D J U H H W R F R P S O \ Z L W K W K H $ S S O L F D E O with the distribution thereof ht ereof and shall offer the Offered Units for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters TheUnderwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions that comply with Section 2 and Secti2onand 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 where the Offered Units are to be offered and sold, provided that such offer and sale will not require the Company to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictions. (b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units to purchasers in the United States solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and Securitiet sanAdc the registration or qualification requirements of applicable state securities laws, and in other jurisdictions outside of Canada and the United States that comply with Section 2 in Se2citnion accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Units. Any offer or sale of the Offered Units to purchasers in the United States UniteSdtates will be made in accordance with Schedule “A” hereto.6 F K H G X O H ³ $ ´ K H U H W R (c) For the purposes of this Section 4, the Sectio4,nthe Underwriters shall be entitled to assume that the thheat Offered Units are qualified for distribution in any Qualifying Jurisdiction where a Passport Receipt or similar document for the Prospectus shall have been obtained from or deemed issued by the applicable Securities Commission (including a Final Receipt for the FinaltRfoerctehipe Prospectus issued under the Passport System) following the filing of the Prospectus, unless otherwise notified in writing by the Company. (d) During the distribution of the Offered Units, other than the Offering Documents, the press release announcing the announgcinthe Offering, the Term Sheet (which the Company and the Underwriters agree is a “template version” within the meaning of NI 44-101 of such 8 Q G H U Z U L W H U V D J U H H L V D ³ W H P S O D W -H101YoHf UsuVchL R Q ´ Z L marketing materials), the Underwriters shall not provide any potential investor with any materials or written communication commnuication in relation to the distribution of the Offered Units. The Company, and the Underwriters (on a several basis), each covenant and agree (i) not to provide any potential investor of Offered Units with any marketing materials unless a template version of versionof 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 Offered Units, (ii) not to provide any potential investor in the Qualifying Jurisdictions with any materials or information 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 44N-101I14041, (b) the Preliminary Prospectus, the Prospectus and any Supplementary Material, and (c) any “standard term sheets” W K H 3 U R V S H F W X V D Q G D Q \ 6 X S S O H P H Q W D U \ 0 D W H U L D (within the meaning of Applicable Securities Laws) approved in writing by the Company and Beacon the Lead Underwriter on behalf of the Underwriters, and (iii) that any marketing materials approved and filed in accordance with NI 44N-101 I14041 and any standard term sheets approved in writing by the Company and Beacon the Lead Underwriter on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions. (e) Notwithstanding the foregoing provisions of this Section 4Sect4io, an nan Underwriter will not be liable to the Company under this Section 4 or Schedule “A” with respect to a default Secti4onR U 6 F K H G X O H ³ $ ´ Z L W K U H V S H F under this Section 4 or Schedule “A” by another Underwriter or another Underwriter’s Section4 R U 6 F K H G X O H ³ $ ´ E \ D Q R W K H U 8 Q G H U Z U L W H U.S. Affiliate or any Selling Firm appointed by another Underwriter. However, each Underwriter shall be liable to the Company under this Section 4 or Schedule “A” with Sec4tioRn U 6 F K H G X O H ³ $ ´ Z L respect to any breach by it, or its U.S. Affiliate or any Selling Firm appointed by it of this Section 4 Section4 R U R I W K H V H O O L Q J U H V W U L F W L R Q V V H W I R U W K L 5. Deliveries on Filing and Related Matters (a) The Company shall deliver, or cause to be delivered, to each of the selling restrictions set forth Underwriters: (i) concurrently with the filing of each of the Preliminary Prospectus and the Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and Prospectus, as the case may be, signed by the Company as required by Applicable Securities Laws; (ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Company in Schedule “A”compliance with Applicable Securities Laws; (iii) concurrently with the filing of the Prospectus with the Securities Commissions, R Q H R U P R U H ³ OfoRrt QletJtersI RdaUtePd t´heFdRateP of the Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Company from the auditors of the Company and former auditors of the Company wanitdh respect to the Financial Statements and other financial and accounting information relating to the Company, contained or incorporated by reference in the Prospectus, which letters shall be based on a review by such auditors within -aofcf udtate of not more than two Business Days prior to the date of the letters, which letters shall be in D G G L W L R Q W R D Q \ D X G L W R U V ¶ F R P I R U W D Q G F R Q V Commissions in the Qualifying Jurisdictions; (iv) as soon as possible after the Preliamryin Prospectus, the Prospectus and any Supplementary Material are prepared, copies of the U.S. Placement Memorandum; (v) prior to the filing of the Prospectus with the Securities Commissions, copies of correspondence demonstrating that the listing and pofsotrintgrading on the CSE of the Shares, the Warrants, the Warrant Shares issuable in connection with the Offering, and the Compensation Shares underlying the Compensation Options, has been approved subject only to the satisfaction by the Company of such customary and standard conditions imposed by the CSE in similar circumstances D Q G V H W I R U W K L Q D O H W W H U R I W KSHtand&a6rd( D G G U H Listing Conditions ´ D Q G (vi) copies of all other documents resulting or related to the Company takinghearll ot steps and proceedings that may be necessary in order to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Offered Units under Applicable Securities Laws and who comply with such Applicable Securities Laws.

Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (each, a “Selling Firm”) to agree to, comply with the Applicable Securities Laws in connection with the distribution thereof and shall offer the Offered Units for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions that comply with Section 2 and 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 where the Offered Units are to be offered and sold, provided that such offer and sale will not require the Company to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictions. (b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units to purchasers in the United States solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and the registration or qualification requirements of applicable state securities laws, and in other jurisdictions outside of Canada and the United States that comply with Section 2 in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered Units. Any offer or sale of the Offered Units to purchasers in the United States will be made in accordance with Schedule “A” hereto. (c) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in any Qualifying Jurisdiction where a Passport Receipt or similar document for the Prospectus shall have been obtained from or deemed issued by the applicable Securities Commission (including a Final Receipt for the Prospectus issued under the Passport System) following the filing of the Prospectus, unless otherwise notified in writing by the Company. (d) During the distribution of the Offered Units, other than the Offering Documents, the press release announcing the Offering, the Term Sheet (which the Company and the Underwriters agree is a “template version” within the meaning of NI 44-101 of such marketing materials), the Underwriters shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered Units. The Company, and the Underwriters (on a several basis), each covenant and agree (i) not 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 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 Qualifying Jurisdictions with any materials or information 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, (b) the Preliminary Prospectus, the 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 Beacon the Lead Underwriter on behalf of the Underwriters, 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 Beacon the Lead Underwriter on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions. (e) Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Company under this Section 4 or Schedule “A” with respect to a default under this Section 4 or Schedule “A” by another Underwriter or another Underwriter’s U.S. Affiliate or any Selling Firm appointed by another Underwriter. However, each Underwriter shall be liable to the Company under this Section 4 or Schedule “A” with respect to any breach by it, or its U.S. Affiliate or any Selling Firm appointed by it of this Section 4 or of the selling restrictions set forth in Schedule “A”.

Distribution Obligations. (a) The Underwriters shallxxxxxx, and nd shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units (each, a “Selling Firm”) to agree to³Selling Firm ´ W R Do, comply with JcoUmHplHy wWith the Applicable Securities Laws in connection with the distribution thereof and shall offer the Offered Units for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units only in those jurisdictions that comply with Section 2 and Sectio2nand 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 where the Offered Units are to be offered and sold, provided that such offer and sale will not require the Company to comply Compaoncyotmply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters Urwndrieters shall use all #3518085v6 commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictions. (b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units to purchasers in the United States solely pursuant to an applicable exemption appleicxaebmleption or exemptions from the registration requirements of the U.S. Securities Act and the registration or qualification requirements of applicable state securities laws, and in other jurisdictions outside of Canada and the United States that comply with Section 2 comphly Sweict tion2 in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the offehr et Offered Units. Any offer or sale of the Offered Units to purchasers in the United States will be made in accordance with Schedule “A” hereto.6 F K H G X O H ³ $ ´ K H U H W R (c) For the purposes of this Section 4, the Sectio4,nthe Underwriters shall be entitled to assume that the Offered Units are qualified for distribution in any Qualifying Jurisdiction where a Passport Receipt or similar document for the Prospectus shall have been obtained from or obtaminoerd fro deemed issued by the applicable Securities Commission (including a Final Receipt for the Prospectus issued under the Passport System) following the filing of the Prospectus, unless otherwise notified in writing by the Company. (d) During the distribution of distributionof the Offered Units, other than the Offering Documents, the press release announcing the Offering, the Term Sheet (which the Company and the Underwriters agree is a “template version” within the meaning of NI 44-101 of such 8 Q G H U Z U L W H U V D J U H H L V D ³ W H P S O D W -H101YoHf UsuVchL R Q ´ Z L marketing materials), the Underwriters Undwerriters shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered Units. The Company, and the Underwriters (on a several basis), each covenant and agree (i) not to provide any potential poteniatl 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 before the day such marketing materials are first provided to any potential investor potentiailnvestor of Offered Units, (ii) not to provide any potential investor in the Qualifying Jurisdictions with any materials or information 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 44N-101I14041, (b) the Preliminary Prospectus, the Prospectus and any Supplementary Material, and (c) any “standard term sheets” W K H 3 U R V S H F W X V D Q G D Q \ 6 X S S O H P H Q W D U \ 0 D W H U L D (within the meaning of Applicable Securities Laws) approved in writing by the Company and Beacon Canaccord on behalf of the Underwriters, and (iii) that any marketing materials approved and filed in accordance with NI 44-101 NI-14041 and any standard term sheets approved in writing by the Company and Beacon Canaccord on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions. (e) Notwithstanding the foregoing provisions of this Section 4Sect4io, an nan Underwriter will not be liable to the Company under this Section 4 or Schedule “A” with respect to a default Secti4onR U 6 F K H G X O H ³ $ ´ Z L W K U H V S H F under this Section 4 or Schedule “A” by another Underwriter or another Underwriter’s Section4 R U 6 F K H G X O H ³ $ ´ E \ D Q R W K H U 8 Q G H U Z U L W H U.S. Affiliate or any Selling Firm appointed by another Underwriter. However, each Underwriter shall Underwritershall be liable to the Company under this Section 4 or Schedule “A” with Sec4tionR U 6 F K H G X O H ³ $ ´ Z L #3518085v6 respect to any breach by it, or its U.S. Affiliate or any Selling Firm appointed by it of this Section 4 R U R I W K H V H O O L Q J U H V W (f) The Company acknowledges that Canaccord shall, in its dsisocleretion and without notice to or consent of the selling restrictions set forth Company, be entitled to assign its underwriting commitment under this Agreement to any affiliate or subsidiary of Canaccord Genuity Group Inc., provided that no such assignment shall relieve Canaccordnyof liability or its obligations under or in Schedule “A”.connection with this Agreem. ent

Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units Shares (each, a “Selling Firm”) to agree to, comply with the Applicable Securities Laws in connection with the distribution thereof and shall offer the Offered Units Shares for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units Shares only in those jurisdictions that comply with Section 2 and 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 where the Offered Units Shares are to be offered and sold, provided that such offer and sale will not require the Company to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units Shares as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; Receipt and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide to notify the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictionsthereof. (b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units Shares to purchasers in the United States solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and the registration or qualification requirements of applicable state securities lawsAct, and in other jurisdictions outside of Canada and the United States that comply with Section 2 in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered UnitsShares. Any offer or sale of the Offered Units Shares to purchasers in the United States will be made in accordance with Schedule “A” hereto. (c) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Offered Units Shares are qualified for distribution in any Qualifying Jurisdiction where a Passport Receipt or similar document for the Prospectus shall have been obtained from or deemed issued by the applicable Securities Commission (including a Final Receipt for the Prospectus issued under the Passport System) following the filing of the Prospectus, Prospectus unless otherwise notified in writing by the Companywriting. (d) During the distribution of the Offered UnitsShares, other than the Offering Documents, the press release announcing the Offering, Offering and the Term Sheet (which the Company and the Underwriters agree is a “template version” within the meaning of NI 44-101 of such marketing materials), the Underwriters shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered UnitsShares. The Company, and the Underwriters (on a several basis), each covenant and agree (i) not to provide any potential investor of Offered Units Shares 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 Offered UnitsShares, (ii) not to provide any potential investor in the Qualifying Jurisdictions with any materials or information in relation to the distribution of the Offered Units Shares or the Company other than (a) such marketing materials that have been approved and filed in accordance with NI 44-101, (b) the Preliminary Prospectus, the 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 Beacon the Co-Lead Underwriters on behalf of the Underwriters, 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 Beacon Co-Lead Underwriters on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions. (e) Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Company under this Section 4 or Schedule “A” with respect to a default under this Section 4 or Schedule “A” by another Underwriter or another Underwriter’s U.S. Affiliate or any Selling Firm appointed by another UnderwriterAffiliate. However, each Underwriter shall be liable to the Company under this Section 4 or Schedule “A” with respect to any breach by it, it or its U.S. Affiliate or any Selling Firm appointed by it of this Section 4 or of the selling restrictions set forth in Schedule “A”.

Distribution Obligations. (a) The Underwriters shall, and shall use commercially reasonable efforts to require any investment dealer (other than the Underwriters) with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Units Shares (each, a “Selling Firm”) to agree to, comply with the Applicable Securities Laws in connection with the distribution thereof and shall offer the Offered Units Shares for sale to the public only in the Selling Jurisdictions where they may lawfully be offered for sale directly and through Selling Firms upon the terms and conditions set out in the Prospectus and this Agreement. The Underwriters shall, and shall use commercially reasonable efforts to require any Selling Firm to agree to, offer for sale to the public and sell the Offered Units Shares only in those jurisdictions that comply with Section 2 and 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 where the Offered Units Shares are to be offered and sold, provided that such offer and sale will not require the Company to comply with the registration, prospectus, filing or continuous disclosure or other similar requirements under the Applicable Laws of such other jurisdiction or pay any additional governmental filing fees which relate to such other jurisdictions. The Underwriters shall use all commercially reasonable efforts to complete and cause each Selling Firm to complete the distribution of the Offered Units Shares as soon as reasonably practicable but in any event no later than 42 days after the date of the Final Receipt; Receipt and (ii) as soon as practicable after the completion of the distribution of the Offered Units, and in any event within 30 days after the later of the Closing Date or the last Option Closing Date and provide to notify the Company with a breakdown of the number of Offered Units distributed in the Qualifying Jurisdictions and in any other Selling Jurisdictionsthereof. (b) The Underwriters and any Selling Firm shall be entitled to offer and sell the Offered Units Shares to purchasers in the United States solely pursuant to an applicable exemption or exemptions from the registration requirements of the U.S. Securities Act and the registration or qualification requirements of applicable state securities lawsAct, and in other jurisdictions outside of Canada and the United States that comply with Section 2 in accordance with any applicable securities and other laws in the jurisdictions in which the Underwriters and/or Selling Firms offer the Offered UnitsShares. Any offer or sale of the Offered Units Shares to purchasers in the United States will be made in accordance with Schedule “A” hereto. (c) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Offered Units Shares are qualified for distribution in any Qualifying Jurisdiction where a Passport Receipt or similar document for the Prospectus shall have been obtained from or deemed issued by the applicable Securities Commission (including a Final Receipt for the Prospectus issued under the Passport System) following the filing of the Prospectus, Prospectus unless otherwise notified in writing by the Companywriting. (d) During the distribution of the Offered UnitsShares, other than the Offering Documents, the press release announcing the Offering, Offering and the Term Sheet (which the Company and the Underwriters agree is a “template version” within the meaning of NI 44-101 of such marketing materials), the Underwriters shall not provide any potential investor with any materials or written communication in relation to the distribution of the Offered UnitsShares. The Company, and the Underwriters (on a several basis), each covenant and agree (i) not to provide any potential investor of Offered Units Shares 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 Offered UnitsShares, (ii) not to provide any potential investor in the Qualifying Jurisdictions with any materials or information in relation to the distribution of the Offered Units Shares or the Company other than (a) such marketing materials that have been approved and filed in accordance with NI 44-101, (b) the Preliminary Prospectus, the 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 Beacon the Lead Underwriter on behalf of the Underwriters, 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 Beacon the Lead Underwriter on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions. (e) Notwithstanding the foregoing provisions of this Section 4, an Underwriter will not be liable to the Company under this Section 4 or Schedule “A” with respect to a default under this Section 4 or Schedule “A” by another Underwriter or another Underwriter’s U.S. Affiliate or any Selling Firm appointed by another UnderwriterAffiliate. However, each Underwriter shall be liable to the Company under this Section 4 or Schedule “A” with respect to any breach by it, it or its U.S. Affiliate or any Selling Firm appointed by it of this Section 4 or of the selling restrictions set forth in Schedule “A”.