Common use of Fiduciary Clause in Contracts

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Offered Units. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent or fiduciary of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Offered Units. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent agents or fiduciary fiduciaries of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer and sale of the Offered Units. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, including but not limited to, to any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent has Underwriters have not, and the Agent Underwriters will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has Underwriters have advised or is are currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Underwriters with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Offered UnitsSecurities. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s 's securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s 's securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent or fiduciary of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Agents are acting solely as agent in connection with the offer and sale of the Offered Units. The Corporation further acknowledges that the Agent is Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Agents act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Agents may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent Agents hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Agents to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Agents agree that the Agent is Agents are acting as principal and not the agent or fiduciary of the Corporation and the Agent has Agents have not, and the Agent Agents will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has Agents have advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Agents with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer purchase and sale of the Offered UnitsSpecial Warrants. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer purchase and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent no Underwriter has notassumed, and the Agent no Underwriter will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent any Underwriter has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent Underwriter is acting solely as agent an underwriter in connection with the offer and sale of the Offered UnitsSecurities. The Corporation further acknowledges that the Agent Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriter act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriter may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriter hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriter agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriter to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriter agree that the Agent Underwriter is acting as principal and not the agent or fiduciary of the Corporation and the Agent Underwriter has not, and the Agent Underwriter will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent Underwriter has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Underwriter with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Offered UnitsSecurities. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, including any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent agents or fiduciary fiduciaries of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Offered UnitsQualified Securities. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent or fiduciary of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation Company hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer purchase and sale of the Offered UnitsSecurities. The Corporation Company further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the CorporationCompany, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer purchase and sale of the CorporationCompany’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the CorporationCompany, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation Company hereby confirms its understanding and agreement to that effect. The Corporation Company and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the CorporationCompany’s securities, do not constitute advice or recommendations to the CorporationCompany. The Corporation Company and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation Company and the Agent no Underwriter has notassumed, and the Agent no Underwriter will not assume, any advisory responsibility in favour of the Corporation Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent any Underwriter has advised or is currently advising the Corporation Company on other matters). The Corporation hereby waives If the Company is in agreement with the foregoing terms and releasesconditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the fullest extent permitted by lawUnderwriters. Yours very truly, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.Per: (signed) “▇▇▇▇ ▇▇▇▇▇▇▇▇” Authorized Signing Officer

Fiduciary. The Corporation hereby acknowledges that the Agent is Agents are acting solely as agent agents in connection with the offer and sale of the Offered UnitsUnits and/or Additional Warrants. The Corporation further acknowledges that the Agent is Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Agents act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Agents may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent Agents hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Agents to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Agents agree that the Agent is Agents are acting as principal and not the agent agents or fiduciary fiduciaries of the Corporation and the Agent has Agents have not, and the Agent Agents will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has Agents have advised or is are currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Agents with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer and sale of the Offered UnitsShares. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, including but not limited to, to any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent has Underwriters have not, and the Agent Underwriters will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has Underwriters have advised or is are currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Underwriters with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Offered Units. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act acts or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have has undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent or fiduciary of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent Underwriters in connection with the offer purchase and sale of the Offered UnitsSubscription Receipts. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer purchase and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent no Underwriter has notassumed, and the Agent no Underwriter will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent any Underwriter has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation Company hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer purchase and sale of the Offered UnitsShares. The Corporation Company further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the CorporationCompany, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer purchase and sale of the CorporationCompany’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the CorporationCompany, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation Company hereby confirms its understanding and agreement to that effect. The Corporation Company and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the CorporationCompany’s securities, do not constitute advice or recommendations to the CorporationCompany. The Corporation Company and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation Company and the Agent no Underwriter has notassumed, and the Agent no Underwriter will not assume, any advisory responsibility in favour of the Corporation Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent any Underwriter has advised or is currently advising the Corporation Company on other matters). The Corporation hereby waives If the Company is in agreement with the foregoing terms and releasesconditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the fullest extent permitted by lawUnderwriters. Yours very truly, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.Per: (signed) “▇▇▇▇ ▇▇▇▇▇▇▇▇” Authorized Signing Officer Per: (signed) “▇▇▇▇ ▇▇▇▇▇▇▇▇▇” Authorized Signing Officer Per: (signed) “▇▇▇▇ ▇▇▇▇▇▇▇▇” Authorized Signing Officer Per: (signed) “▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇” Authorized Signing Officer

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer purchase and sale of the Offered UnitsSecurities. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer purchase and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent no Underwriter has notassumed, and the Agent no Underwriter will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent any Underwriter has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Underwriters with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Agents are acting solely as agent in connection with the offer and sale of the Offered Units. The Corporation further acknowledges that the Agent is Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis, and in no event do the parties intend that the Agent Agents act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Agents may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s 's securities, either before or after the date hereof. hereof The Agent Agents hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Agents to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s 's securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Agents agree that the Agent is Agents are acting as principal and not the agent or fiduciary of the Corporation and the Agent has Agents have not, and the Agent Agents will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has Agents have advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Agents with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation Company and Valdy hereby acknowledges acknowledge that the Agent is Agents are acting solely as agent agents in connection with the offer Offering and sale are not retained hereunder to advise the Company or Valdy as to its business, whether to consummate the Offering or as to any use of the Offered Unitsproceeds of the Offering. The Corporation Company and ▇▇▇▇▇ further acknowledges that the Agent is Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis, and in no event do the parties intend that the Agent Agents act or be responsible as a fiduciary to the CorporationCompany or Valdy, its their management, shareholders or creditors or any other person in connection with any activity that the Agent Agents may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securitiesOffering, either before or after the date hereof. The Agent Agents hereby expressly disclaims disclaim any fiduciary or similar obligations to the CorporationCompany and Valdy, either in connection with the transactions contemplated by this Agreement, by the Definitive Agreement or any matters leading up to such transactions, and the Corporation Company hereby confirms confirm its understanding and agreement to that effect. The Corporation Company and ▇▇▇▇▇ and the Agent Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Agents to the Corporation Company regarding such transactions, including, but not limited to, including any opinions or views with respect to the price or market for the Corporation’s Company's securities, do not constitute advice or recommendations to the CorporationCompany. The Corporation Company and Valdy and the Agent Agents agree that the Agent is Agents are acting as principal and not the agent or fiduciary of the Corporation Company or Valdy and the no Agent has notassumed, and the no Agent will not assume, any advisory responsibility in favour of the Corporation Company or Valdy with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Agent has advised or is currently advising the Corporation Company or Valdy on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent Underwriter is acting solely as agent underwriter in connection with the offer purchase and sale of the Offered UnitsSecurities. The Corporation further acknowledges that the Agent Underwriter is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriter act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriter may undertake or have undertaken in furtherance of such offer purchase and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriter hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriter each agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriter to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriter each agree that the Agent is Underwriter are acting as principal and not the agent or fiduciary of the Corporation and the Agent Underwriter has notnot assumed, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent Underwriter has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Underwriter with respect to any breach or alleged breach of any fiduciary fiduciary, advisory or similar duty to the Corporation in connection with the transactions contemplated by this Agreement.Agreement or any matters leading up to such transactions. Notwithstanding the foregoing and for greater certainty, the waiver and release shall in no way apply to NBF in respect of the advisory services which it has provided other than in respect of the Offering or which NBF may provide to the Corporation other than in respect of the Offering. If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Underwriter. Yours very truly, By:

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer and sale of the Offered UnitsSpecial Warrants. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, including but not limited to, to any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent has Underwriters have not, and the Agent Underwriters will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has Underwriters have advised or is are currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Underwriters with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer purchase and sale of the Offered UnitsSecurities. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer purchase and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent no Underwriter has notassumed, and the Agent no Underwriter will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent any Underwriter has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Offered UnitsUnits and/or Additional Warrants. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent or fiduciary of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Agents are acting solely as agent agents in connection with the offer and sale of the Offered Units. The Corporation further acknowledges that the Agent is Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Agents act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Agents may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent Agents hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Agents to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Agents agree that the Agent is Agents are acting as principal and not the as agent or fiduciary of the Corporation and the Agent has Agents have not, and the Agent Agents will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has Agents, individually or collectively, have advised or is are currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent Agents with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely as agent in connection with the offer and sale of the Offered Units. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act acts or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, including but not limited to, to any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree that the Agent is acting as principal and not the agent or fiduciary of the Corporation and the Agent has not, and the Agent will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent Canaccord Genuity is acting solely as agent underwriter in connection with the offer purchase and sale of the Offered UnitsPreferred Shares. The Corporation further acknowledges that the Agent Canaccord Genuity is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Canaccord Genuity act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Canaccord Genuity may undertake or have undertaken in furtherance of such offer purchase and sale of the Corporation’s securities, either before or after the date hereof. The Agent Canaccord Genuity hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Canaccord Genuity agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Canaccord Genuity to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Canaccord Genuity agree that the Agent Canaccord Genuity is acting as principal and not the agent or fiduciary of the Corporation and the Agent Canaccord Genuity has notnot assumed, and the Agent Canaccord Genuity will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent Canaccord Genuity has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer purchase and sale of the Offered UnitsSpecial Warrants. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer purchase and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent no Underwriter has notassumed, and the Agent no Underwriter will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent any Underwriter has advised or is currently advising the Corporation on other matters). The If the Corporation hereby waives is in agreement with the foregoing terms and releasesconditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the fullest extent permitted by lawUnderwriters. Yours very truly, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this AgreementPer: ″▇▇▇▇▇▇ ▇▇▇▇″ Authorized Signing Officer Per: ″▇▇▇▇▇▇ ▇▇▇▇▇▇▇″ Authorized Signing Officer Per: ″▇▇▇▇▇ ▇. ▇▇▇▇″ Authorized Signing Officer Per: ″▇.▇. St Amour″ Authorized Signing Officer Per: ″▇▇▇ ▇’▇▇▇▇▇▇▇▇″ Authorized Signing Officer

Fiduciary. The Corporation hereby acknowledges that the Agent is Underwriters are acting solely as agent underwriters in connection with the offer purchase and sale of the Offered UnitsShares. The Corporation further acknowledges that the Agent is Underwriters are acting pursuant to a contractual relationship created solely by the Letter Agreement and this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Underwriters act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent Underwriters may undertake or have undertaken in furtherance of such offer purchase and sale of the Corporation’s securities, either before or after the date hereof. The Agent Underwriters hereby expressly disclaims disclaim any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Underwriters to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent Underwriters agree that the Agent is Underwriters are acting as principal and not the agent or fiduciary of the Corporation and the Agent no Underwriter has notassumed, and the Agent no Underwriter will not assume, any advisory responsibility in favour of the Corporation with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent any Underwriter has advised or is currently advising the Corporation on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.

Fiduciary. The Corporation Company hereby acknowledges that the Agent is Agents are acting solely as agent agents in connection with the offer and sale of the Offered Units. The Corporation Company further acknowledges that the Agent is Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis, and in no event do the parties intend that the Agent Agents act or be responsible as a fiduciary to the CorporationCompany, its management, shareholders or creditors or any other person Person in connection with any activity that the Agent Agents may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s Company's securities, either before or after the date hereof. The Agent Agents hereby expressly disclaims disclaim any fiduciary or similar obligations to the CorporationCompany, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation Company hereby confirms its understanding and agreement to that effect. The Corporation Company and the Agent Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Agents to the Corporation Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s Company's securities, do not constitute advice or recommendations to the CorporationCompany. The Corporation Company and the Agent Agents agree that the Agent is Agents are acting as principal and not the agent or fiduciary of the Corporation Company and the no Agent has notassumed, and the no Agent will not assume, any advisory responsibility in favour of the Corporation Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Agent has advised or is currently advising the Corporation Company on other matters). The Corporation hereby waives Company acknowledges and releasesagrees that it waives, to the fullest extent permitted by law, any claims that the Corporation Company and its affiliates may have against any of the Agent with respect to any Agents for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that the Agents shall have no liability (whether direct or indirect) to the Corporation Company or any of its affiliates in connection with respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the transactions Company, including stockholders, employees or creditors of the Company. Information which is held elsewhere within any of the Agents, but of which none of the individuals in the investment banking department or division of any of the Agents involved in providing the services contemplated by this Agreement actually has knowledge (or without breach of internal procedures can properly obtain) will not for any purpose be taken into account in determining any of the responsibilities of the Agents to the Company under this Agreement.

Fiduciary. The Corporation hereby acknowledges that the Agent is acting solely shall act as agent in connection with the offer independent contractor, and sale any duties of the Offered Units. The Corporation further acknowledges that the Agent is acting pursuant to a contractual relationship created arising out of this engagement shall be owed solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Corporation, its management, shareholders or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securities, either before or after the date hereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Corporation, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation hereby confirms its understanding and agreement to that effect. The Corporation and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Corporation regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Corporation’s securities, do not constitute advice or recommendations to the Corporation. The Corporation and the Agent agree acknowledges that the Agent is acting a securities firm that is engaged in securities trading and brokerage activities, as principal well as providing investment banking and not financial advisory services, which may involve services provided to other companies engaged in businesses similar or competitive to the agent or fiduciary business of the Corporation and that the Agent has notshall have no obligation to disclose such activities and services to the Corporation. The Corporation acknowledges and agrees that in connection with all aspects of the engagement contemplated hereby, and any communications in connection therewith, the Corporation, on the one hand, and the Agent and any of its respective affiliates through which it may be acting, on the other hand, will have a business relationship that does not assumecreate, by implication or otherwise, any advisory responsibility in favour fiduciary duty on the part of the Corporation Agent or such affiliates, and each party hereto agrees that no such duty will be deemed to have arisen in connection with respect to the any such transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Corporation on other matters)communications. The Corporation hereby waives acknowledges and releasesagrees that it waives, to the fullest extent permitted by law, any claims that the Corporation and its affiliates may have against the Agent with respect to any for breach of fiduciary duty or alleged breach of any fiduciary duty and agrees that the Agent shall have no liability (whether direct or indirect) to the Corporation or any of its affiliates in connection with respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the transactions Corporation, including stockholders, employees or creditors of the Corporation. Information which is held elsewhere within the Agent, but of which none of the individuals in the investment banking department or division of the Agent involved in providing the services contemplated by this Agreement actually has knowledge (or without breach of internal procedures can properly obtain) will not for any purpose be taken into account in determining any of the responsibilities of the Agent to the Corporation under this Agreement.

Fiduciary. The Corporation Company hereby acknowledges that the Agent is Agents are acting solely as agent agents in connection with the offer purchase and sale of the Offered UnitsSpecial Warrants. The Corporation Company further acknowledges that the Agent is Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agent Agents act or be responsible as a fiduciary to the CorporationCompany, its management, shareholders or creditors or any other person in connection with any activity that the Agent Agents may undertake or have undertaken in furtherance of such offer purchase and sale of the CorporationCompany’s securities, either before or after the date hereof. The Agent Agents hereby expressly disclaims disclaim any fiduciary or similar obligations to the CorporationCompany, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Corporation Company hereby confirms its understanding and agreement to that effect. The Corporation Company and the Agent Agents agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent Agents to the Corporation Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the CorporationCompany’s securities, do not constitute advice or recommendations to the CorporationCompany. The Corporation Company and the Agent Agents agree that the Agent is Agents are acting solely as principal agents in connection with the Offering and not the as an agent of or fiduciary of the Corporation Company and the no Agent has notassumed, and the no Agent will not assume, any advisory responsibility in favour of the Corporation Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Agent has advised or is currently advising the Corporation Company on other matters). The Corporation hereby waives If the Company is in agreement with the foregoing terms and releasesconditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the fullest extent permitted by lawAgents. Yours very truly, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.Per: Authorized Signatory Per: Authorized Signatory Per: Authorized Signatory Per:

Fiduciary. The Corporation Company and Austpro hereby acknowledges acknowledge that the Lead Agent is acting solely as agent in connection with the offer Offering and sale is not retained hereunder to advise the Company or Austpro as to its business, whether to consummate the Offering or as to any use of the Offered Unitsproceeds of the Offering. The Corporation Company and Austpro further acknowledges that the Lead Agent is are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s 's length basis, and in no event do the parties intend that the Lead Agent shall act or be responsible as a fiduciary to the CorporationCompany or Austpro, its their management, shareholders or creditors or any other person in connection with any activity that the Lead Agent may undertake or have undertaken in furtherance of such offer and sale of the Corporation’s securitiesOffering, either before or after the date hereof. The Lead Agent hereby expressly disclaims disclaim any fiduciary or similar obligations to the CorporationCompany and Austpro, either in connection with the transactions contemplated by this Agreement, by the Definitive Agreement or any matters leading up to such transactions, and the Corporation Company hereby confirms confirm its understanding and agreement to that effect. The Corporation Company and Austpro and the Lead Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Lead Agent to the Corporation Company regarding such transactions, including, but not limited to, including any opinions or views with respect to the price or market for the Corporation’s Company's securities, do not constitute advice or recommendations to the CorporationCompany. The Corporation Company and Austpro and the Lead Agent agree that the Lead Agent is acting as principal and not the agent or fiduciary of the Corporation Company or Austpro and the no Agent has notassumed, and the no Agent will not assume, any advisory responsibility in favour of the Corporation Company or Austpro with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the any Agent has advised or is currently advising the Corporation Company or Austpro on other matters). The Corporation hereby waives and releases, to the fullest extent permitted by law, any claims that the Corporation may have against the Agent with respect to any breach or alleged breach of any fiduciary duty to the Corporation in connection with the transactions contemplated by this Agreement.