Common use of Filing of Prospectus Clause in Contracts

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19, 2020, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed the Final Prospectus and obtained a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26, 2020, and otherwise fulfilled all legal requirements to qualify the Offered Securities for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19, 2020, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed the Final Prospectus and obtained a Final Receipt not The Company shall no later than 5:00 p.m. (Vancouver time) on May 2625, 20202021 have prepared and filed the Prospectus Supplement and other required documents with the Securities Commissions under the Applicable Securities Laws, elected to use the Passport System and designated the BCSC as the principal regulator thereunder, and otherwise fulfilled all legal requirements to qualify the Offered Securities Units for distribution and sale to the public in Canada Qualifying Jurisdictions through the Underwriters Underwriter or any other investment registered dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; andJurisdictions. (cb) until During the date on which the period of distribution of the Offered Securities is completedUnits, the Company will promptly take, or cause to be taken, all any additional steps and proceedings that may from time to time be required under Canadian the Applicable Securities Laws Laws, or requested by RCC, to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, Units in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themQualifying Jurisdictions. (2c) Prior to the filing of the Offering Documents Prospectus Supplement and thereafter, during the period of distribution of the Offered SecuritiesUnits, including prior to the filing of any Supplementary Material, the Corporation Company shall have allowed allow the Underwriters Underwriter to participate fully in the preparation of, review and to approve the form and content of, comment on such documents and shall have allowed allow the Underwriters Underwriter to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which shall include the attendance of management of the CorporationCompany, the chair of the Company’s audit committee, its current and former audit ors, legal counsel and other applicable experts are present) which it may reasonably require in order to fulfill its obligations as underwriter in order to enable it to execute the certificate required to be executed by it at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Underwriter (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors and the Corporation's Canadian legal counsel at to answer any questions which the Underwriter may have and to participate in one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 held prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and of any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the CorporationSupplementary Material. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 7:59 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) promptly (i) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26September 28, 20202018, or as soon as reasonably practicable but in no event later than October 3, 2018, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Units for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment OptionOption and the Broker Warrants; and (c) until the date on which the distribution of the Offered Securities Units is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Units for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities Units or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Units and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesUnits, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors Corporation and the Corporation's Canadian legal counsel current auditors of the Corporation at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables It shall be redacted from the template version in accordance with NI 44-101 prior a condition precedent to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents the Underwriters’ execution of any certificate in any Prospectus, that have been approved the Underwriters be satisfied as to the form and filed in accordance with Section 4(3); substance of the document, and (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser in the United States or purchasing for the account or benefit of a U.S. Person, that the Underwriters and (iii) any Standard Term Sheets approved in writing by their U.S. Affiliates be satisfied as to the Corporation form and Canaccord, on behalf substance of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorssuch document.

Filing of Prospectus. (1) 2.1 The Corporation shallrepresents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Securities, that: (a) not later than 3:00 p.m. the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Provinces and Territories and the Alberta Securities Commission is the principal regulator for the Corporation under the Prospectus Review Procedures for purposes of the filing of the Canadian Prospectuses; (Vancouver timeb) on May 19the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, 2020and as required by, have filed Canadian Securities Laws, the Canadian Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (bd) use commercially reasonable efforts the Corporation has filed with the SEC the Initial Registration Statement to promptly resolve all register the offer and sale of the Purchased Securities under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the initial filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shall, under the Canadian Securities Laws, (i) as soon as practicable after the execution of this Agreement and in any event by 3:30 p.m. (Calgary time) on November 2, 2016 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as soon as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Provinces and Territories; (g) the Corporation shall, as soon as possible after the execution of this Agreement and in any event no later than 3:30 p.m. (Calgary time) on November 2, 2016 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, under Canadian Securities Laws, as soon as practicable after any comments made and deficiencies raised of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and in any event by 3:00 p.m. (Calgary time) on November 9, 2016 (or in any case, by such later date or dates as may be determined by the Co-Lead Underwriters in their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator, and have filed Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Province and obtained a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26, 2020, and otherwise fulfilled all legal requirements to qualify the Offered Securities for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment OptionTerritory; and (ci) until the date on which Corporation shall, immediately after the distribution filing of the Offered Securities is completedCanadian Final Prospectus but no later than 3:00 p.m. (Calgary time) on November 9, promptly take2016 (or in any case, by such later date or cause to dates as may be taken, all additional steps determined by the Co-Lead Underwriters in their sole discretion) and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale on a basis acceptable to the public Underwriters, acting reasonably, prepare and file with the grant of the Over-Allotment Option SEC Amendment No. 2 to the Underwriters orRegistration Statement, in including the event that U.S. Final Prospectus, which Amendment No. 2 to the Offered Registration Statement will become effective under the U.S. Securities or Act upon filing thereof pursuant to Rule 467(a) under the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themU.S. Securities Act. (2) Prior 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents and thereafterDocuments, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, the Offering Documents and such other documents as may be required under applicable Canadian Securities Laws to qualify the distribution of the Purchased Securities in the Provinces and shall have allowed Territories and as may be required under applicable U.S. securities laws to register the offer and sale of the Purchased Securities in the United States, in each case acting reasonably, and to allow the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they Underwriters may reasonably require in order to to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill their the Underwriters’ obligations as underwriters and in order to underwriters; and (c) enable them the Underwriters to responsibly execute the certificate certificates in the Canadian Prospectuses required to be executed by them at the end Underwriters. 2.3 After the date of the Prospectus. (3) Each Final Prospectuses and until the conclusion of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Purchased Securities, the Corporation and Canaccordshall take or cause to be taken all steps as may be from time to time necessary to maintain the qualification of, on behalf or if the qualification shall cease for any reason to requalify, the distribution of the UnderwritersPurchased Securities in each of the Provinces and Territories and the offer and sale of the Purchased Securities in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. 2.4 During the period commencing on the Execution Time and ending on the completion of the distribution of the Purchased Securities: (a) the Corporation shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, writing the template version of any additional Marketing Documents reasonably requested marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investorinvestor of Purchased Securities, any such additional Marketing Documents marketing materials to comply with Canadian Securities Laws. The Laws and to be acceptable in form and substance to the Corporation, in its sole discretion; (b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Securities; (c) the Corporation shall file a template version of the English version of any such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event marketing materials on SEDAR on or before the day such Marketing Documents the marketing materials are first provided to any potential investorinvestor of Purchased Securities, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any any comparables shall be redacted removed from the template version in accordance with NI 44-101 prior to filing such template version with on SEDAR (provided that if any such comparables are removed, the Securities Commissions and Corporation shall deliver a complete template version containing of any such marketing materials to the Securities Commissions, and provided further that such comparables shall not be removed from the version filed with the SEC pursuant to Rule 433(d) under the U.S. Securities Act referred to below), and any disclosure relating the Corporation shall provide a copy of such filed template version to the comparablesUnderwriters as soon as practicable following such filing, if anyand the Corporation shall file any such marketing materials with the SEC pursuant to Rule 433(d) under the U.S. Securities Act on or before the day such marketing materials are first provided to any potential investor of Purchased Securities, unless an exemption is available from such filing requirement and the conditions to the availability of such exemption are satisfied. The French language version of any such marketing materials shall be filed on SEDAR prior to or concurrently with the filing of the Canadian Final Prospectus as contemplated herein and a copy thereof shall be delivered to the Underwriters as soon as practicable following such filing; and (d) following the approvals set forth in sections 2.4(a) and (b), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(3) of NI 44-101 to potential investors of Purchased Securities Commissions by the Corporationin accordance with Canadian Securities Laws. (4) 2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Annex D and E hereto. 2.6 The Corporation and each Underwriter, on a several basis, covenant covenants and agree: (a) agrees not to provide any potential investor of Purchased Securities with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any marketing materials except for marketing materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that any limited-use versions thereof which have been approved as contemplated in section 2.4, and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that then only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorsinvestors in the Provinces and Territories.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 11:00 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and obtained a Preliminary Receipt not later than 5:00 p.m. (Toronto time) on January 25, 2020; (bi) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 11:00 p.m. (Vancouver Toronto time) on May 26February 1, 20202021, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker properly registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Securities and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors Corporation's Auditors and the Corporation's Canadian legal counsel Former Auditors at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" It shall be a condition precedent to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute i) the Underwriters' authority to use such Marketing Documents execution of any certificate in connection with any Prospectus, that the Offering. Any comparables shall Underwriters be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating satisfied as to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation form and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution substance of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved document, and filed in accordance with Section 4(3); (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser in the United States or purchasing for the account or benefit of a U.S. Person, that the Underwriters and (iii) any Standard Term Sheets approved in writing by their U.S. Affiliates be satisfied as to the Corporation form and Canaccord, on behalf substance of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorssuch document.

Filing of Prospectus. (1) The Corporation shall: (a) not Use commercially reasonable efforts to no later than 3:00 5:00 p.m. (Vancouver Toronto time) on May 19the date hereof, 2020, have filed file the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26, 2020as soon as reasonably practicable thereafter, and otherwise fulfilled fulfil all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional commercially reasonable steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Shares for sale to the public and public, the grant of the Over-Allotment Option and the distribution of the Compensation Options to the Underwriters Underwriters, or, in the event that the Offered Securities or Shares, the Over-Allotment Option Option, or the Compensation Options have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and and, acting reasonably, to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and or other consultants requested by the Corporation's Canadian legal counsel Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the Prospectus certificate required to be executed by them at the end of the Prospectuspage. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19, 2020, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and obtained the Preliminary Receipt dated the date hereof; (b) use commercially reasonable best efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed the Final Prospectus pursuant to the Passport System with the Securities Commissions and obtained a the Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26September 20, 20202017 (or such later date as reasonably agreed to by the Corporation and RBC and BMO), and otherwise fulfilled all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public Shares and the grant of the Over-Allotment Option to the Underwriters Option, or, in the event that the Offered Securities Shares or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Shares and the Over-Allotment Option in the Qualifying Jurisdictions. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed permitted the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel technical consultants as requested by the Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 5:00 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and obtain a Preliminary Receipt not later than 5:00 p.m. (Toronto time) on December 16, 2020; (bi) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26December 24, 2020, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker properly registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Securities and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors Corporation’s Auditors and the Corporation's Canadian legal counsel Former Auditors at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables It shall be redacted from the template version in accordance with NI 44-101 prior a condition precedent to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents the Underwriters’ execution of any certificate in any Prospectus, that have been approved the Underwriters be satisfied as to the form and filed in accordance with Section 4(3); substance of the document, and (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser in the United States or purchasing for the account or benefit of a U.S. Person, that the Underwriters and (iii) any Standard Term Sheets approved in writing by their U.S. Affiliates be satisfied as to the Corporation form and Canaccord, on behalf substance of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorssuch document.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 5:00 p.m. (Vancouver Toronto time) on May 19the date hereof, 2020, have filed file the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and use reasonable commercial efforts to obtain the Preliminary Receipt therefor; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator; (c) subject to resolving all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed file the Final Prospectus and obtained a use reasonable commercial efforts to obtain the Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26November 14, 20202016, and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Securities for distribution Shares to be offered and sale sold to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (cd) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public Shares and the grant of the Over-Allotment Option to the Underwriters Underwriters, or, in the event that the Offered Securities Shares or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed and assisted the Underwriters and their counsel to participate fully in the preparation of, and to approve the form and content of, such documents documents, and to review all Documents Incorporated by Reference, and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and any technical or other consultants requested by the Corporation's Canadian legal counsel Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of Neither the Corporation and Preliminary Prospectus nor the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During Final Prospectus will qualify the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing Common Shares issued by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating pursuant to the comparables, if any, shall be delivered to the Securities Commissions by the CorporationConcurrent Private Placement. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 5:00 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed the Final Prospectus and obtained a the Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26November 16, 20202018 (or such later date as reasonably agreed to by the Corporation and the Underwriter), and otherwise fulfilled all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters Underwriter or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment OptionUnderwriter; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themShares. (21) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed permitted the Underwriters Underwriter to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters Underwriter to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel technical consultants as requested by the Underwriter at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their its obligations as underwriters an underwriter and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 5:00 p.m. (Vancouver time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26March 18, 20202015, and otherwise fulfilled fulfil all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option, the distribution of the Broker Warrants and the issuance of the Broker Shares; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Shares for sale to the public and public, the grant of the Over-Allotment Option to the Underwriters and the distribution of the Broker Warrants and the issuance of the Broker Shares to the Underwriters, or, in the event that the Offered Securities or Shares, the Over-Allotment Option Option, the Broker Warrants or the Broker Shares have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and and, acting reasonably, to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and chair of the audit committee of the board of directors of the Corporation's Canadian , the auditors, legal counsel and any or other consultants requested by the Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 11:59 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) promptly (i) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26June 22, 20202018, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Shares for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities Shares or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Shares and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors Corporation and the Corporation's Canadian legal counsel current auditors of the Corporation at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables It shall be redacted from the template version in accordance with NI 44-101 prior a condition precedent to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents the Underwriters’ execution of any certificate in any Prospectus, that have been approved the Underwriters be satisfied as to the form and filed in accordance with Section 4(3); substance of the document, and (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser, that the Underwriters and (iii) any Standard Term Sheets approved in writing by their U.S. Affiliates be satisfied as to the Corporation form and Canaccord, on behalf substance of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorssuch document.

Filing of Prospectus. (1) 2.1 The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19represents and warrants to and for the benefit of the Underwriters that it has elected to rely upon the Shelf Procedures, 2020, have has prepared and filed the Preliminary Base Prospectus pursuant to (in English and French) and all such other documents as are required under Applicable Securities Laws (in English and, as required, in French), utilizing the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised has obtained a final receipt dated February 19, 2014 in respect of the Preliminary Base Prospectus by evidencing that final receipts of the Principal RegulatorSecurities Commissions in each of the Qualifying Jurisdictions have been issued or deemed to be issued (the "Final Receipt"). 2.2 The Corporation shall prepare and file as soon as reasonably possible and, and have filed the Final Prospectus and obtained a Final Receipt in any event, not later than 5:00 p.m. (Vancouver Toronto time) on May 26November 25, 20202015 (or such later date and time as may be agreed to in writing by the Joint Bookrunners), the Prospectus Supplement and all such other documents as are required under Applicable Securities Laws (in English and, as required, in French) with the Securities Commissions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Purchased Securities for distribution to be offered and sale sold to the public in Canada each of the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with Jurisdictions. 2.3 The Corporation agrees to allow the Underwriters, and prior to qualify the grant filing of the Over-Allotment Option; and (c) until Prospectus Supplement, to participate fully in the date on which the distribution preparation of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps Prospectus Supplement and proceedings that such other documents as may from time to time be required under Canadian Applicable Securities Laws to continue to qualify the distribution of the Offered Purchased Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, Qualifying Jurisdictions and to approve the form and content of, such documents and shall have allowed allow the Underwriters to conduct all "due diligence diligence" investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they Underwriters may reasonably require in order to to: (a) fulfill their the Underwriters' obligations as underwriters and in order to underwriters; and (b) enable them the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shallCompany will: (a) not later than 3:00 p.m. (Vancouver time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and obtained a Preliminary Receipt in respect thereof; (b) promptly: (i) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, ; and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26December 15, 20202017, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Units for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Units is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Units for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities Units or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Units and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesUnits, the Corporation shall Company will have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall will have allowed the Underwriters to conduct all due diligence investigations (which shall will include the attendance of management of the CorporationCompany, the auditors Auditors and any experts or other consultants requested by the Corporation's Canadian legal counsel Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 5:00 p.m. (Vancouver Toronto time) on May 19the date hereof, 2020, have filed file the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26April 23, 20202015, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, Underwriters and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Shares for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities Shares or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing or use of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and and, acting reasonably, to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and any other consultants requested by the Corporation's Canadian legal counsel Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters Underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19October 17, 20202017, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed the Final Prospectus and obtained a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26October 24, 20202017, and otherwise fulfilled all legal requirements to qualify the Offered Qualified Securities for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Qualified Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Qualified Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and any technical or other consultants requested by the Corporation's Canadian legal counsel Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions Commission as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such the Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets standard term sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 p.m. As of the date of this Agreement, the Company has (Vancouver timei) on May 19, 2020, have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System with and NI 44-101, and has obtained the Securities Commissions; Preliminary Receipt and (bii) use commercially reasonable efforts to promptly resolve all addressed the comments made and deficiencies raised by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Principal Regulator, and have filed Securities Commissions to file the Final Prospectus and obtained a Final Receipt Prospectus. (b) The Company shall: (i) use commercially reasonable efforts to, not later than 5:00 p.m. (Vancouver Toronto time) on May 26November 27, 20202020 (or such later date as may be agreed to in writing by the Company and Echelon on behalf of the Agents, each acting reasonably), have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NI 44-101, and shall have obtained a Final Receipt and otherwise fulfilled all legal requirements to qualify the Offered Securities Units for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters Agents or any other investment registered dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; andJurisdictions. (c) until During the date on which the period of distribution of the Offered Securities is completedUnits, the Company will promptly take, or cause to be taken, all any additional steps and proceedings that may from time to time be required under Canadian the Applicable Securities Laws Laws, or reasonably requested by Echelon, to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themUnits. (2d) Prior to the filing of the Offering Documents Final Prospectus and thereafter, during the period of distribution of the Offered SecuritiesUnits, including prior to the filing of any Supplementary Material, the Corporation Company shall have allowed allow the Underwriters Agents and its counsel to participate fully in the preparation of, review and to approve the form and content of, comment on such documents and shall have allowed allow the Underwriters Agents to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which shall include the attendance of management of the CorporationCompany, the auditors and the Corporation's Canadian its auditors, legal counsel at one or more due diligence sessions to be heldand other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters and agents in order to enable them it to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each Offering Documents. Without limiting the scope of the Corporation and due diligence inquiry the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 Agents (togetheror its counsel) may conduct, the "Bought Deal Letter")Company shall use its best efforts to make available its directors, including senior management, auditors and legal counsel to answer any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with questions which the Securities Commissions on Agents may have and to participate in one or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested more due diligence sessions to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 held prior to filing such template version with of each of the Securities Commissions and a complete template version containing such comparables Final Prospectus and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the CorporationSupplementary Material. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 4:00 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and obtained a Preliminary Receipt in respect thereof; (b) promptly (i) use its commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 4:00 p.m. (Vancouver Toronto time) on May 26January 21, 20202021, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Units for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters Underwriter or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the UnderwritersUnderwriter, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Units is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Units for sale to the public and the grant of the Over-Allotment Option to the Underwriters Underwriter or, in the event that the Offered Securities Units or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Units and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesUnits, the Corporation shall have allowed the Underwriters Underwriter to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters Underwriter to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian Auditors, legal counsel and any experts or other consultants requested by the Underwriter at one or more due diligence sessions to be held) which they may reasonably require in order to (i) fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian under Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.,

Filing of Prospectus. (1) 2.1 The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19represents and warrants to and for the benefit of the Underwriters that it has elected to rely upon the Shelf Procedures, 2020, have has prepared and filed the Preliminary Base Prospectus pursuant to (in English and French) and all such other documents as are required under Applicable Securities Laws (in English and, as required, in French), utilizing the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised has obtained a final receipt dated February 19, 2014 in respect of the Preliminary Base Prospectus by evidencing that final receipts of the Principal RegulatorSecurities Commissions in each of the Qualifying Jurisdictions have been issued or deemed to be issued (the “Final Receipt”). 2.2 The Corporation shall prepare and file as soon as reasonably possible and, and have filed the Final Prospectus and obtained a Final Receipt in any event, not later than 5:00 p.m. (Vancouver Toronto time) on May 26February 25, 20202014 (or such later date and time as may be agreed to in writing by the Joint Bookrunners), the Prospectus Supplement and all such other documents as are required under Applicable Securities Laws (in English and, as required, in French) with the Securities Commissions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Purchased Securities for distribution to be offered and sale sold to the public in Canada each of the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with Jurisdictions. 2.3 The Corporation agrees to allow the Underwriters, and prior to qualify the grant filing of the Over-Allotment Option; and (c) until Prospectus Supplement, to participate fully in the date on which the distribution preparation of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps Prospectus Supplement and proceedings that such other documents as may from time to time be required under Canadian Applicable Securities Laws to continue to qualify the distribution of the Offered Purchased Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, Qualifying Jurisdictions and to approve the form and content of, such documents and shall have allowed allow the Underwriters to conduct all “due diligence diligence” investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they Underwriters may reasonably require in order to to: (a) fulfill their the Underwriters’ obligations as underwriters and in order to underwriters; and (b) enable them the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 11:59 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) promptly (i) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26January 3, 20202018, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Shares for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities Shares or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Shares and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors Corporation and the Corporation's Canadian legal counsel current auditors of the Corporation at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables It shall be redacted from the template version in accordance with NI 44-101 prior a condition precedent to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents the Underwriters’ execution of any certificate in any Prospectus, that have been approved the Underwriters be satisfied as to the form and filed in accordance with Section 4(3); substance of the document, and (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser, that the Underwriters and (iii) any Standard Term Sheets approved in writing by their U.S. Affiliates be satisfied as to the Corporation form and Canaccord, on behalf substance of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorssuch document.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to (i) promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) use commercially reasonable efforts to file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 4:00 p.m. (Vancouver time) on May 26January 4, 20202021, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities for distribution and sale to the public Underwriter or to the public, as the case may be, in Canada the Qualifying Jurisdictions through the Underwriters Underwriter or any other investment dealer or broker properly registered to transact such business in the applicable Qualifying Jurisdictions contracting with the UnderwritersUnderwriter, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Units is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Units for sale to the public and the grant of the Over-Allotment Option to the Underwriters Underwriter or, in the event that the Offered Securities Units or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Units and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesUnits, the Corporation shall have allowed the Underwriters Underwriter to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters Underwriter to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel Auditors at one or more due diligence sessions to be held) which they it may reasonably require in order to fulfill their its obligations as underwriters an underwriter and in order to enable them it to responsibly execute the certificate required to be executed by them at the end of it in the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables It shall be redacted from the template version in accordance with NI 44-101 prior a condition precedent to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents the Underwriter’s execution of any certificate in any Prospectus, that have been approved the Underwriter be satisfied as to the form and filed in accordance with Section 4(3); substance of the document, acting reasonably, and (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser in the United States or purchasing for the account or benefit of a U.S. Person, that the Underwriter and (iii) any Standard Term Sheets approved in writing by its U.S. Affiliate be satisfied as to the Corporation form and Canaccordsubstance of such document, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorsacting reasonably.

Filing of Prospectus. (1) 2.1 The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19represents and warrants to and for the benefit of the Underwriters that it has elected to rely upon the Shelf Procedures, 2020, have has prepared and filed the Preliminary Base Prospectus pursuant to (in English and French) and all such other documents as are required under Applicable Securities Laws (in English and, as required, in French), utilizing the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised has obtained a final receipt dated February 19, 2014 in respect of the Preliminary Base Prospectus by evidencing that final receipts of the Principal RegulatorSecurities Commissions in each of the Qualifying Jurisdictions have been issued or deemed to be issued (the “Final Receipt”). 2.2 The Corporation shall prepare and file as soon as reasonably possible and, and have filed the Final Prospectus and obtained a Final Receipt in any event, not later than 5:00 p.m. (Vancouver Toronto time) on May 26September 8, 20202014 (or such later date and time as may be agreed to in writing by the Joint Bookrunners), the Prospectus Supplement and all such other documents as are required under Applicable Securities Laws (in English and, as required, in French) with the Securities Commissions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Purchased Securities for distribution to be offered and sale sold to the public in Canada each of the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with Jurisdictions. 2.3 The Corporation agrees to allow the Underwriters, and prior to qualify the grant filing of the Over-Allotment Option; and (c) until Prospectus Supplement, to participate fully in the date on which the distribution preparation of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps Prospectus Supplement and proceedings that such other documents as may from time to time be required under Canadian Applicable Securities Laws to continue to qualify the distribution of the Offered Purchased Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, Qualifying Jurisdictions and to approve the form and content of, such documents and shall have allowed allow the Underwriters to conduct all “due diligence diligence” investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they Underwriters may reasonably require in order to to: (a) fulfill their the Underwriters’ obligations as underwriters and in order to underwriters; and (b) enable them the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) 2.1 The Corporation shall:Company represents and warrants to the Underwriters that the Company has prepared and filed the Preliminary Base Shelf Prospectus with the Commissions and has obtained Preliminary Receipt for the Preliminary Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Preliminary Base Shelf Prospectus. (a) not 2.2 The Company represents and warrants to the Underwriters that the Company has prepared and filed the Final Base Shelf Prospectus with the Commissions and has obtained a Final Receipt for the Final Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Final Base Shelf Prospectus. 2.3 The Company covenants with the Underwriters that it shall have, by no later than 3:00 2:00 p.m. (Vancouver time) on May August 19, 20202021, have prepared and filed the Preliminary Prospectus pursuant Supplement with the Commissions, and will promptly fulfil and comply with, to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect satisfaction of the Preliminary Prospectus Co-Lead Underwriters, acting reasonably, Applicable Securities Laws required to be fulfilled or complied with by the Principal Regulator, and have filed the Final Prospectus and obtained a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26, 2020, and otherwise fulfilled all legal requirements Company to qualify enable the Offered Securities for distribution and sale to be lawfully distributed to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer dealers or broker brokers registered to transact as such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themJurisdictions. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation 2.4 The Company shall have allowed permit the Underwriters to participate fully in the preparation of, and to approve the form and content of, and review all documents incorporated by reference in, any such documents Prospectus Supplement (including marketing materials), and any other Ancillary Documents used in connection with the Offering and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which that they may reasonably require in order to fulfill fulfil their obligations as underwriters Underwriters under the Applicable Securities Laws. The Company shall furnish to the Underwriters all the information relating to the Company and its business and affairs as is required in order to enable them to responsibly execute connection with the certificate required to be executed by them at the end of the ProspectusOffering. (3) Each of 2.5 During the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers Distribution of the Offered Securities. During : (a) the distribution of Company shall prepare, in consultation with the Offered Securities, the Corporation and Canaccord, on behalf of the Co-Lead Underwriters, shall and approve in writing, prior to such time any marketing materials that additional Marketing Documents are provided to potential investorsinvestors of the Offered Securities, a template version of any additional Marketing Documents marketing materials reasonably requested to be provided by the Underwriters to any such potential investor, such additional Marketing Documents marketing materials to comply with Canadian Applicable Securities Laws. The Corporation Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably; (b) the Co-Lead Underwriters shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to such time such marketing materials are provided to potential investors in the Offered Securities; (c) the Company shall file a template version of the English version of any such additional Marketing Documents with the Securities Commissions marketing materials on SEDAR as soon as reasonably practicable practical after such Marketing Documents marketing materials are so approved in writing by the Corporation Company and Canaccord the Co-Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day such Marketing Documents the marketing materials are first provided to any potential investorinvestor in the Offered Securities, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any any comparables shall be redacted removed from the template version in accordance with National Instrument 44-102 – Shelf Distributions ("NI 44-101 102") prior to filing such template version with on SEDAR (provided that if any such comparables are removed, the Securities Commissions and Company shall deliver a complete template version containing of any such comparables and any disclosure relating marketing materials to the comparablesCommissions), if any, and the Company shall be delivered provide a copy of such filed template version to the Underwriters, as soon as practicable following such filing; and (d) following the approvals set forth in these subsections 2.5(a) to (c), the Underwriters may provide a limited-use version of such marketing materials to potential investors in the Offered Securities Commissions by in accordance with the CorporationApplicable Securities Laws. (4) 2.6 The Corporation Company and each of the Underwriters, on a several basis, covenant covenants and agree: (a) agrees not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that with any marketing materials except for marketing materials which have been approved as contemplated in section 2.5 and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that then only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorsinvestors in the Qualifying Jurisdictions.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 5:00 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and obtain a Preliminary Receipt not later than 5:00 p.m. (Toronto time) on March 4, 2021; (b) use commercially reasonable efforts to to: (i) promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26March 10, 20202021, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker properly registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Securities and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors Corporation’s Auditors and the Corporation's Canadian legal counsel Former Auditors at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables It shall be redacted from the template version in accordance with NI 44-101 prior a condition precedent to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents the Underwriters’ execution of any certificate in any Prospectus, that have been approved the Underwriters be satisfied as to the form and filed in accordance with Section 4(3); substance of the document, and (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser in the United States, that the Underwriters and (iii) any Standard Term Sheets approved in writing by their U.S. Affiliates be satisfied as to the Corporation form and Canaccord, on behalf substance of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorssuch document.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 11:59 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) promptly (i) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26January 23, 20202018, or as soon as reasonably practicable, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Units for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Units is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Units for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities Units or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Units and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesUnits, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors Corporation and the Corporation's Canadian legal counsel current auditors of the Corporation at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables It shall be redacted from the template version in accordance with NI 44-101 prior a condition precedent to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents the Underwriters’ execution of any certificate in any Prospectus, that have been approved the Underwriters be satisfied as to the form and filed in accordance with Section 4(3); substance of the document, and (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser, that the Underwriters and (iii) any Standard Term Sheets approved in writing by their U.S. Affiliates be satisfied as to the Corporation form and Canaccord, on behalf substance of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorssuch document.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 11:59 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) promptly (i) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26November 1, 20202017, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Shares for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities Shares or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Shares and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors Corporation and the Corporation's Canadian legal counsel current auditors of the Corporation at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables It shall be redacted from the template version in accordance with NI 44-101 prior a condition precedent to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents the Underwriters’ execution of any certificate in any Prospectus, that have been approved the Underwriters be satisfied as to the form and filed in accordance with Section 4(3); substance of the document, and (ii) the Prospectus; delivery of each U.S. Private Placement Memorandum (if applicable) to any purchaser or prospective purchaser, that the Underwriters and (iii) any Standard Term Sheets approved in writing by their U.S. Affiliates be satisfied as to the Corporation form and Canaccord, on behalf substance of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investorssuch document.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 5:00 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable best efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed the Final Prospectus and obtained a the Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26January 27, 20202014 (or such later date as reasonably agreed to by the Corporation and the Co-Lead Underwriters), and otherwise fulfilled all legal requirements to qualify the Offered Securities Shares for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public Shares and the grant of the Over-Allotment Option to the Underwriters Option, or, in the event that the Offered Securities Shares or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Offered Shares and the Over-Allotment Option in the Qualifying Jurisdictions. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed permitted the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel technical consultants as requested by the Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19September 8, 2020, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed the Final Prospectus and obtained a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26September 15, 2020, and otherwise fulfilled all legal requirements to qualify the Offered Securities for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12September 1, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13September 1, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation.Corporation.‌ (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 5:00 p.m. (Vancouver Toronto time) on May 19the date hereof, 2020, have filed file the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and use reasonable commercial efforts to obtain the Preliminary Receipt therefor; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator; (c) subject to resolving all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed file the Final Prospectus and obtained a use reasonable commercial efforts to obtain the Final Receipt not later than 5:00 p.m. (Vancouver Toronto time) on May 26April 24, 20202014, and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Securities for distribution Shares to be offered and sale sold to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (cd) until the date on which the distribution of the Offered Securities Shares is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities for sale to the public Shares and the grant of the Over-Allotment Option to the Underwriters Underwriters, or, in the event that the Offered Securities Shares or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesShares, the Corporation shall have allowed and assisted the Underwriters and their counsel to participate fully in the preparation of, and to approve the form and content of, such documents documents, and to review all Documents Incorporated by Reference, and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and any technical or other consultants requested by the Corporation's Canadian legal counsel Underwriters at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall, all on a basis satisfactory to the Underwriters: (a) not later than 3:00 p.m. (Vancouver time) on May 19January 21, 20202009, have filed obtained Passport Receipt with respect to each of the Initial Canadian Preliminary Prospectus pursuant to and the Passport System with Amended and Restated Canadian Preliminary Prospectus from the Securities CommissionsPrincipal Regulator; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulatornot later than January 21, and 2009, have filed the Final Prospectus and obtained a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26, 2020, and otherwise fulfilled all legal requirements to qualify the Offered Securities for distribution and sale Amendment No. 1 to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting Registration Statement with the Underwriters, and to qualify the grant of the Over-Allotment Option; andSEC; (c) until the date on which the distribution of the Offered Securities by the Underwriters is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Applicable Securities Laws Laws, or as the Underwriters request, to continue to qualify the distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to by the Underwriters or, provided that the Closing Date has occurred on or before February 5, 2009, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themagain the Securities for distribution (for the avoidance of doubt, under no circumstances shall the Corporation be required to register or qualify the Securities, consent to service of process or make any material filing in any jurisdiction other than the Offering Jurisdictions); (d) forthwith after any comments with respect to the Canadian Preliminary Prospectus have been received from, and have been resolved with, the Principal Regulator, but not later than January 29, 2009 (or such later date as may be agreed to in writing by the Corporation and the Underwriters), have obtained a Passport Receipt with respect to the Canadian Final Prospectus from the Principal Regulator or otherwise fulfilled all legal requirements to enable the Securities to be offered and sold to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters; and (e) immediately after filing of the Canadian Final Prospectus referenced in subparagraph (d) above, file the Amendment No. 2 to the Registration Statement with the SEC, which shall become effective upon filing pursuant to Rule 467(a) under the U.S. Securities Act. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, and to approve the form and content of, such documents Offering Documents and any Issuer Free Writing Prospectus and shall have allowed the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill their obligations as underwriters and, in the case of the Canadian Preliminary Prospectus, the Canadian Final Prospectus and any Canadian Prospectus Amendment, in order to enable them or their affiliates to responsibly execute the certificate required to be executed by them at the end of the Prospectussuch documents. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) 2.1 The Corporation shall: (a) not later than 3:00 p.m. (Vancouver time) on May 19represents and warrants to and for the benefit of the Underwriters that it has elected to rely upon the Shelf Procedures, 2020, have has prepared and filed the Preliminary Base Prospectus pursuant to (in English and French) and all such other documents as are required under Applicable Securities Laws (in English and, as required, in French), utilizing the Passport System with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised has obtained a final receipt dated February 19, 2014 in respect of the Preliminary Base Prospectus by evidencing that final receipts of the Principal RegulatorSecurities Commissions in each of the Qualifying Jurisdictions have been issued or deemed to be issued (the “Final Receipt”). 2.2 The Corporation shall prepare and file as soon as reasonably possible and, and have filed the Final Prospectus and obtained a Final Receipt in any event, not later than 5:00 p.m. (Vancouver Toronto time) on May 26December 4, 20202014 (or such later date and time as may be agreed to in writing by the Joint Bookrunners), the Prospectus Supplement and all such other documents as are required under Applicable Securities Laws (in English and, as required, in French) with the Securities Commissions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Purchased Securities for distribution to be offered and sale sold to the public in Canada each of the Qualifying Jurisdictions through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with Jurisdictions. 2.3 The Corporation agrees to allow the Underwriters, and prior to qualify the grant filing of the Over-Allotment Option; and (c) until Prospectus Supplement, to participate fully in the date on which the distribution preparation of the Offered Securities is completed, promptly take, or cause to be taken, all additional steps Prospectus Supplement and proceedings that such other documents as may from time to time be required under Canadian Applicable Securities Laws to continue to qualify the distribution of the Offered Purchased Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify them. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered Securities, the Corporation shall have allowed the Underwriters to participate fully in the preparation of, Qualifying Jurisdictions and to approve the form and content of, such documents and shall have allowed allow the Underwriters to conduct all “due diligence diligence” investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they Underwriters may reasonably require in order to to: (a) fulfill their the Underwriters’ obligations as underwriters and in order to underwriters; and (b) enable them the Underwriters to responsibly execute the certificate in the Prospectus Supplement required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1a) The Corporation REIT represents and warrants that: (i) the REIT has filed the Shelf Prospectus in each of the Qualifying Jurisdictions (in the English and French languages, as applicable) and has obtained a receipt therefor issued by the Ontario Securities Commission under the Passport System confirming receipts of the regulators in each of the Qualifying Jurisdictions are deemed to have been issued under the Passport System; and (ii) the REIT has fulfilled all requirements to be fulfilled by the REIT, including the filing of all continuous disclosure materials required to be filed pursuant to Securities Laws, to enable the Purchased Units to be offered for sale, other than the filing of the Prospectus Supplement, and sold to the public in each of the Qualifying Jurisdictions through registrants duly registered under an appropriate category who have complied with the relevant provisions of applicable Securities Laws. (b) The REIT shall: (ai) not later than 3:00 11:00 p.m. (Vancouver Toronto time) on May 19November 22, 20202010, have filed file the Preliminary Prospectus pursuant to Supplement (in the Passport System English and French languages, as appropriate) and all other documents required under Securities Laws with the Securities Commissions; (b) use commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed the Final Prospectus and obtained a Final Receipt not later than 5:00 p.m. (Vancouver time) on May 26, 2020, and otherwise fulfilled all legal requirements to qualify the Offered Securities for distribution and sale to the public in Canada through the Underwriters or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the Underwriters, and to qualify the grant of the Over-Allotment Option; and (cii) until the date on which the distribution of the Offered Securities is Purchased Units shall have been completed, promptly take, take or cause to be taken, taken all additional steps and proceedings that may from time to time may be required under Canadian the Securities Laws to continue to qualify the Purchased Units for distribution of the Offered Securities for sale to the public and the grant of the Over-Allotment Option to the Underwriters or, in the event that the Offered Securities or the Over-Allotment Option Purchased Units have, for any reason, ceased so to so qualify, to again so qualify themthe Purchased Units for distribution. (2c) Prior to the filing of the Offering Documents Prospectus Supplement and thereafter, thereafter and during the period of distribution of the Offered SecuritiesPurchased Units pursuant to the Prospectus Supplement, the Corporation Seller and the REIT shall have allowed allow the Underwriters to participate fully in the preparation of, and to approve the form and content of, of such documents and any Supplementary Material and to approve, acting reasonably, the form thereof and shall have allowed allow the Underwriters to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian legal counsel at one or more due diligence sessions to be held) which they may reasonably require in order to fulfill fulfil their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectussuch documents. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.

Filing of Prospectus. (1) The Corporation shall: (a) not later than 3:00 4:00 p.m. (Vancouver Toronto time) on May 19, 2020the date hereof, have filed the Preliminary Prospectus pursuant to the Passport System with the Securities CommissionsCommissions and obtained a Preliminary Receipt in respect thereof; (b) promptly (i) use its commercially reasonable efforts to promptly resolve all comments made and deficiencies raised in respect of the Preliminary Prospectus by the Principal Regulator, and have filed (ii) file the Final Prospectus and obtained obtain a Final Receipt not later than 5:00 4:00 p.m. (Vancouver Toronto time) on May 26February 17, 20202021, and otherwise fulfilled fulfill all legal requirements to qualify the Offered Securities Units for distribution and sale to the public in Canada the Qualifying Jurisdictions through the Underwriters Underwriter or any other investment dealer or broker registered to transact such business in the applicable Qualifying Jurisdictions contracting with the UnderwritersUnderwriter, and to qualify the grant of the Over-Allotment Option; and (c) until the date on which the distribution of the Offered Securities Units is completed, promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Offered Securities Units for sale to the public and the grant of the Over-Allotment Option to the Underwriters Underwriter or, in the event that the Offered Securities Units or the Over-Allotment Option have, for any reason, ceased to so qualify, to again so qualify themthe Units and the Over-Allotment Option. (2) Prior to the filing of the Offering Documents and thereafter, during the period of distribution of the Offered SecuritiesUnits, the Corporation shall have allowed the Underwriters Underwriter to participate fully in the preparation of, and to approve the form and content of, such documents and shall have allowed the Underwriters Underwriter to conduct all due diligence investigations (which shall include the attendance of management of the Corporation, the auditors and the Corporation's Canadian Auditors, legal counsel and any experts or other consultants requested by the Underwriter at one or more due diligence sessions to be held) which they may reasonably require in order to (i) fulfill their obligations as underwriters and in order to enable them to responsibly execute the certificate required to be executed by them at the end of the Prospectus. (3) Each of the Corporation and the Underwriters have approved the initial term sheet in respect of the Offering attached as Schedule "A" to the engagement agreement between the Corporation and Canaccord dated May 12, 2020, as amended by an amendment no.1 to the engagement agreement dated May 13, 2020 (together, the "Bought Deal Letter"), including any template version thereof, as a Marketing Document. The Corporation has filed such Marketing Document with the Securities Commissions on or before the day such Marketing Document was first provided to potential purchasers of the Offered Securities. During the distribution of the Offered Securities, the Corporation and Canaccord, on behalf of the Underwriters, shall approve in writing, prior to such time that additional Marketing Documents are provided to potential investors, any additional Marketing Documents reasonably requested to be provided by the Underwriters to any potential investor, such additional Marketing Documents to comply with Canadian under Securities Laws. The Corporation shall file a template version of such additional Marketing Documents with the Securities Commissions as soon as reasonably practicable after such Marketing Documents are so approved in writing by the Corporation and Canaccord and in any event on or before the day such Marketing Documents are first provided to any potential investor, and such filing shall constitute the Underwriters' authority to use such Marketing Documents in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. (4) The Corporation and the Underwriters, on a several basis, covenant and agree: (a) not to provide any potential investor with any Marketing Documents unless a template version of such Marketing Documents has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Documents are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (i) such Marketing Documents that have been approved and filed in accordance with Section 4(3); (ii) the Prospectus; and (iii) any Standard Term Sheets approved in writing by the Corporation and Canaccord, on behalf of the Underwriters; and (c) that only Marketing Documents approved and filed in accordance with Section 4(3) any and Standard Term Sheets approved in writing by the Corporation and Canaccord have been and shall be provided to potential investors.,