Common use of Filing of Prospectus Clause in Contracts

Filing of Prospectus. (a) As of the date of this Agreement, (i) the Company has prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (ii) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 22, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent or any other registered dealer in the applicable Qualifying Jurisdictions. (c) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue to qualify the distribution of the Offered Units. (d) Prior to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. 2.1 The Corporation represents and warrants to and for the benefit of the Underwriters that: (a) As of it has elected to rely upon the date of this AgreementShelf Procedures, (i) the Company has prepared and filed the Preliminary Base Prospectus (in English and French) and all such other documents as are required documents with the Securities Commissions under the Applicable applicable Securities Laws pursuant to (in English and, as required, in French), utilizing the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained a final receipt dated July 3, 2008 in respect of the Preliminary Receipt Base Prospectus evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each final receipts of the Securities Commissions in each of the other Qualifying Jurisdictions, Provinces and Territories have been issued (iithe “Final Receipt”); (b) the Company Corporation meets the general eligibility requirements for use of Form F-10 and has addressed filed the comments made by such Securities Commissions Registration Statement and an amendment thereto in respect of the Preliminary Securities and an appointment of agent for service of process on Form F-X (the “Form F-X”) in conjunction with the filing of the Registration Statement with the SEC; the Registration Statement and any post-effective amendment thereto, in each case including the U.S. Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), each in the form heretofore delivered or to be delivered to the Co-Lead Underwriters, including exhibits to the Registration Statement and any documents incorporated by reference in the U.S. Base Prospectus contained therein, for delivery by them to each of the other Underwriters, became effective under the U.S. Securities Act in such form; and no other document with respect to the Registration Statement or documents incorporated by reference therein has heretofore been cleared filed or transmitted for filing with the SEC and no other document incorporated by all of reference in the U.S. Base Prospectus contained therein has heretofore been filed with the Securities Commissions, except for any documents filed with the SEC or the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant subsequent to the Passport System and NP 11date of such effectiveness in the form heretofore delivered to the Co-202 and designated Lead Underwriters for delivery by them to each of the BCSC as other Underwriters; and (c) no stop order suspending the principal regulator thereunder and has obtained effectiveness of the Final Receipt evidencing that a receipt Registration Statement has been issued and, to the Corporation’s knowledge, no proceeding for that purpose has been initiated or is deemed to have been issued for threatened by the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) SEC. The Company shallCorporation shall prepare and file as soon as reasonably possible and, in any event, not later than 5:00 3:00 p.m. (Vancouver Calgary time) on October 22November 18, 2019 2008 (or such later date and time as may be agreed to in writing by the Company and the Agent, each acting reasonablyCo-Lead Underwriters), have prepared the Prospectus Supplement and filed the Amended all such other documents as are required under applicable Securities Laws (in English and Restated Prospectus and other required documents in French, as appropriate) 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Units for distribution Purchased Securities to be offered and sold to the public in each of the Provinces and Territories through the Underwriters or any other investment dealer or broker registered in the applicable Provinces and Territories. Concurrent therewith, the Corporation shall file the Prospectus Supplement (with such additions thereto and deletions therefrom as are permitted or required by the applicable rules and regulations of the SEC) with the SEC pursuant to General Instruction II.L. of Form F-10 and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in the Qualifying Jurisdictions through United States. 2.2 The Corporation agrees to allow the Agent or any other registered dealer Underwriters, prior to the filing of the Prospectus Supplement, to participate fully in the applicable Qualifying Jurisdictions. (c) During the period of distribution preparation of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps Prospectus Supplement and proceedings that such other documents as may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue Laws to qualify the distribution of the Offered Units. (d) Prior Purchased Securities in the Provinces and Territories and in the United States and to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent Underwriters to conduct all due diligence investigations (including through which the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) 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 in order underwriters; and (c) enable the Underwriters to enable it to responsibly execute the certificate in the Prospectus Supplement required to be executed by them at the end Underwriters. 2.3 After the filing of the Offering Documents. Without limiting Prospectus Supplement and until the scope conclusion of the due diligence inquiry distribution of the Agent (or its counsel) may conductPurchased Securities, the Company Corporation shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one take or more due diligence sessions cause to be held prior taken all steps as may be from time to filing time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the distribution of the Purchased Securities in each of the ProspectusProvinces and Territories and the United States; provided, however, that with respect to state securities law qualifications in the United States, the Amended and Restated Prospectus and Corporation shall not be obligated to file any Supplementary Materialgeneral 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.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 4:00 p.m. (Toronto time) on June 19, 2020 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant and shall have elected to use the Passport System and NP 11-202 and Systemand designated the BCSC OSC as the principal regulator thereunder thereunder, and has shall have obtained by no later than 5:00 p.m. (Toronto time) on the next Business Day, a Preliminary Receipt evidencing from the OSC under the Passport System which shall also evidence that a receipt has recheaipst been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus have been received fromthe Securities Commissions, use commercially reasonable efforts to promptly resolve and has been cleared settle all comments, and, in any event, not later than 12:00 p.m. (Toronto time) on June 26, 2020 (or such later date as may be agreed to in writing by all the Company aBndeacon on behalf of the Securities Commissions to Underwriters, each acting reasonably), prepare and file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 22, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 thaesOthSeC principal regulator thereunder, and shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable applbiclea Qualifying Jurisdictions. (cb) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities LawsLawsb, or requested eorrequested by the AgentLead Underwriter on behalf of the Underwriters, to continue to qualify the distribution of the Offered Units. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered theOffered Units, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including incluindg through the conduct of oral due diligence sessions at which management of the CompanyZ K L F K P D Q D J H P H Q W R I W K H & R P S D Q \ W K H F K D L U R I W auditors, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill ftuolfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent Underwriters (or its their counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors, former auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent Underwriters may have and to participate in one or more due diligence sessions sessoins to be held prior to filing of each of the Preliminary Prospectus, the Amended and Restated Final Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this Agreement, (i) the Company has prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, and (ii) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions,. (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 223, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent or any other registered dealer in the applicable Qualifying Jurisdictions. (c) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue to qualify the distribution of the Offered Units. (d) Prior to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 5:00 p.m. (Toronto time) on July 18, 2018 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant Laws, elected to use the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder thereunder, and has shall have obtained by no later than 5:00 p.m. (Toronto time) on the next Business Day a Preliminary Receipt evidencing from the BCSC under the Passport System which shall evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus have been received from, and has been cleared by all of settled with, the Securities Commissions to file the Prospectusbut, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shallin any event, not later than 5:00 p.m. (Vancouver Toronto time) on October 22July 26, 2019 2018 (or such later date as may be agreed to in writing by the Company and Canaccord on behalf of the Agent, each acting reasonablyUnderwriters), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units Shares for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered UnitsShares, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or reasonably requested by the AgentCo-Lead Underwriters on behalf of the Underwriters, to continue to qualify the distribution of the Offered UnitsShares. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered UnitsShares, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a1) As of the date of this Agreement, (i) the Company The Corporation has prepared and filed the Preliminary Prospectus in accordance with applicable Canadian Securities Laws, including NI 44-101 and other required documents the Passport System with each of the Securities Commissions in each of the Qualifying Jurisdictions. The OSC, in its capacity as principal regulator in accordance with the Passport System, has issued a receipt in respect of the Preliminary Prospectus under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing which also evidences that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, . (ii2) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and (iii) the Company The Corporation has prepared and filed will promptly, after the execution and delivery of this Agreement file the Amended Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Canadian Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by in each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 22, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws, elected will elect to use the Passport System and designated designate the BCSC OSC as the principal regulator thereunder, and shall, within a reasonable period of time thereafter using will use its best efforts and to obtain a receipt in any event within three Business Days, have obtained an respect of the Amended and Restated Final Receipt Preliminary Prospectus from the BCSC OSC under the Passport System which shall also will evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions in order to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions, as soon as possible, and in any event not later than 4:00 p.m. (Toronto time) on the date hereof (or such other time and/or later date as the Corporation and the Underwriters may agree). (3) The Corporation shall use its best efforts to resolve all comments of the Securities Commissions on the Amended Preliminary Prospectus promptly after receipt of such comments. Forthwith after any comments of the Securities Commissions with respect to the Amended Preliminary Prospectus have been resolved but, in any event, not later than 4:00 p.m. (Toronto time) on June 12, 2020 (or such later time and date as may be agreed to in writing by the Corporation and the Underwriters), the Corporation will have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws in each of the Qualifying Jurisdictions, will have elected to use the Passport System and designate the OSC as the principal regulator thereunder, will have obtained a receipt in respect of the Final Prospectus from the OSC under the Passport System which will evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions in order to qualify the Offered Units for distribution in each of the Qualifying Jurisdictions and will otherwise fulfilled fulfill all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (c4) During Until the period of date on which the distribution of the Offered UnitsUnits is completed, the Company will Corporation shall use its best efforts to promptly take, or cause to be taken, any all additional steps and proceedings that may from time to time be required under the Applicable Canadian Securities Laws, or requested by the Agent, Laws to continue to qualify the distribution of the Offered UnitsUnits for sale to the public, in each of the Qualifying Jurisdictions. (d5) Prior to the filing of the Amended and Restated Prospectus Offering Documents and thereafter, during the period of distribution of the Offered Units, including prior the Corporation shall have allowed the Underwriters to participate fully in the filing of any Supplementary Materialpreparation of, and to approve the Company shall allow the Agent to review form and comment on content of, such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through which shall include: (i) all corporate, financial and operating information and documentation regarding the conduct Corporation and the Offering being made available to the Underwriters or their representatives; (ii) access to key officers, facilities, employees, auditors, legal counsel, technical advisors and consultants being provided to the Underwriters or their representatives; and (iii) the attendance of oral management of the Corporation, the Corporation’s Auditors and Predecessor Auditors at one or more due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable expertsto be held) which they it may reasonably require in order to fulfill their its obligations as underwriters Underwriters and in order to enable it to responsibly execute the certificate required to be executed by them at it in the end Prospectus. (6) It shall be a condition precedent to (i) the Underwriters’ execution of any certificate in any Prospectus, that the Underwriters be satisfied as to the form and substance of the Offering Documents. Without limiting document, acting reasonably, and (ii) the scope delivery of the due diligence inquiry the Agent each U.S. Private Placement Memorandum (if applicable) to any purchaser or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named prospective purchaser in the Business Acquisition Report) United States or purchasing for the account or benefit of a U.S. Person, that the Underwriters and legal counsel their U.S. Affiliate be satisfied as to answer any questions which the Agent may have form and to participate in one or more due diligence sessions to be held prior to filing substance of each of the Prospectussuch document, the Amended and Restated Prospectus and any Supplementary Materialacting reasonably.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 2:00 p.m. (Toronto time) on October 11, 2017 have prepared and filed the Preliminary Prospectus (in both the English and French languages) and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant Laws, elected to use the Passport System and NP 11-202 and designated the BCSC OSC as the principal regulator thereunder thereunder, and has shall have obtained the a Preliminary Receipt evidencing from the OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus and has have been cleared by all of received from the Securities Commissions but, in any event, not later than 5:00 p.m. (Toronto time) on October 18, 2017 (or such later date as may be agreed to file the Prospectus, and (iii) in writing by the Company has and GMP), have prepared and filed the Prospectus (in both the English and French languages) and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant Laws, elected to use the Passport System and NP 11-202 and designated the BCSC OSC as the principal regulator thereunder thereunder, and has shall have obtained the a Final Receipt evidencing from the OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 22, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units Shares for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriter or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered UnitsShares, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the AgentGMP, to continue to qualify the distribution of the Offered UnitsShares. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered UnitsShares, including prior to the filing of any Supplementary Material, the Company shall allow the Agent Underwriter to review and comment on such documents and shall allow the Agent Underwriter to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters underwriter in order to enable it to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent Underwriter (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent Underwriter may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As 5.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the date of this Agreement, (i) the Company has prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System Regulatory Authorities and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (ii) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 22, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent or any other registered dealer in the applicable Qualifying Jurisdictions. (c) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue to qualify the distribution of the Offered Units. (d) Prior to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors have the Prospectus accepted by the Regulatory Authorities. 5.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent reasonably requests. 5.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (including except information and statements relating solely to the auditors named Agent) contained in the Business Acquisition ReportProspectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Securities and that no Material Fact or material information has been omitted therefrom (except facts of information relating solely to the Agent) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions is required to be held prior stated therein or is necessary to filing make statements of each information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, the Amended and Restated Prospectus any amendment thereto and any Supplementary Materialother documents supplied to the Agent by the Issuer for the purpose of the sale of the Shares in compliance herewith and with the Applicable Legislation. 5.4 The Issuer acknowledges that the Agent will be conducting a due diligence investigation of the Issuer’s business, securities, management and affairs and the Issuer covenants that it will afford the Agent with access to the contracts, properties, commitments, corporate records and other documents the Agent may reasonably request. The Issuer also covenants to use its reasonable best efforts to secure the cooperation of the Issuer’s professional advisors (including its legal advisors and auditors) to participate in any due diligence conference calls required by the Agent, and the Issuer consents to the use and the disclosure of information obtained during the course of the due diligence investigation (including during any due diligence conference call) where such disclosure is required by law or required by the Agent to maintain a defense to any regulatory or other civil action. The Issuer further covenants, during the term of this Agreement, to keep the Agent informed of all material business and financial developments affecting the Issuer, whether or not requested by the Agent.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 5:00 p.m. (Toronto time) on October 23, 2020 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant and shall have elected to use the Passport System and NP 11-202 and designated the BCSC OSC as the principal regulator thereunder thereunder, and has shall have obtained by no later than 5:00 p.m. (Toronto time) on the next Business Day, a Preliminary Receipt evidencing from the OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus and has have been cleared by all of received from the Securities Commissions Commissions, use commercially reasonable efforts to file the Prospectuspromptly resolve and settle all comments, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shalland, in any event, not later than 5:00 p.m. (Vancouver Toronto time) on October 2230, 2019 2020 (or such later date as may be agreed to in writing by the Company and Canaccord on behalf of the AgentUnderwriters, each acting reasonably), have prepared prepare and filed file the Amended and Restated Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws, Laws and elected to use the Passport System and designated the BCSC OSC as the principal regulator thereunder, and shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or be requested by Canaccord on behalf of the AgentUnderwriters, to continue to qualify the distribution of the Offered Units. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and auditors, former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent Underwriters (or its their counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors, former auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent Underwriters may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 4:00 p.m. (Toronto time) on November 14, 2018 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant and shall have elected to use the Passport System and NP 11-202 and designated the BCSC OSC as the principal regulator thereunder thereunder, and has shall have obtained by no later than 5:00 p.m. (Toronto time) on the next Business Day, a Preliminary Receipt evidencing from the OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus and has have been cleared by all of received from the Securities Commissions Commissions, use commercially reasonable efforts to file the Prospectuspromptly resolve and settle all comments, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shalland, in any event, not later than 5:00 12:00 p.m. (Vancouver Toronto time) on October 22November 26, 2019 2018 (or such later date as may be agreed to in writing by the Company and Beacon on behalf of the AgentUnderwriters, each acting reasonably), have prepared prepare and filed file the Amended and Restated Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws, Laws and elected to use the Passport System and designated the BCSC OSC as the principal regulator thereunder, and shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or be requested by the AgentLead Underwriter on behalf of the Underwriters, to continue to qualify the distribution of the Offered Units. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent Underwriters (or its their counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent Underwriters may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Amended and Restated Final Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) not later than 10:00 p.m. (Eastern time) on the Company has date that is four Business Days following December 4, 2017 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant Laws, elected to use the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder thereunder, and has as soon as possible thereafter shall have obtained the a Preliminary Receipt evidencing from the BCSC under the Passport System which shall evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, Commissions; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus and has have been cleared by all of received from the Securities Commissions to file the Prospectusbut, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shallin any event, not later than 5:00 12:00 p.m. (Vancouver Eastern time) on October 22December 15, 2019 2017 (or such later date as may be agreed to in writing by the Company and Beacon on behalf of the Agent, each acting reasonablyUnderwriters), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units Shares for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered UnitsShares, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or reasonably requested by Beacon on behalf of the AgentUnderwriters, to continue to qualify the distribution of the Offered UnitsShares. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered UnitsShares, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. 2.1 The Corporation represents and warrants to and for the benefit of the Underwriters that: (a) As of it has elected to rely upon the date of this AgreementShelf Procedures, (i) the Company has prepared and filed the Base Prospectus (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 Mutual Reliance Review Procedures and has obtained a final MRRS Decision Document dated February 1, 2007 in respect of the Base Prospectus evidencing that final receipts of the Securities Commissions in each of the Provinces and Territories have been issued; (b) the Corporation meets the general eligibility requirements for use of Form F-10 and has filed the Registration Statement and an amendment thereto in respect of the Securities and an appointment of agent for service of process on Form F-X (the “Form F-X”) in conjunction with the filing of the Registration Statement with the SEC; the Registration Statement and any post-effective amendment thereto, in each case including the U.S. Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), each in the form heretofore delivered or to be delivered to the Co-Lead Underwriters, including exhibits to the Registration Statement and any documents incorporated by reference in the U.S. Base Prospectus contained therein, for delivery by them to each of the other Underwriters, became effective under the U.S. Securities Act in such form; and no other document with respect to the Registration Statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the SEC and no other document incorporated by reference in the U.S. Base Prospectus contained therein has heretofore been filed with the Securities Commissions, except for any documents filed with the SEC or the Securities Commissions subsequent to the date of such effectiveness in the form heretofore delivered to the Co-Lead Underwriters for delivery by them to each of the other Underwriters; (c) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the Corporation’s knowledge, no proceeding for that purpose has been initiated or threatened by the SEC; and (d) it has filed or shall promptly file the Preliminary Prospectus and other required documents Supplement in the form previously delivered to the Underwriters with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (ii) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System SEC. The Corporation shall prepare and NP 11-202 and designated the BCSC file as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shallsoon as reasonably possible and, in any event, not later than 5:00 4:00 p.m. (Vancouver Calgary time) on October 22February 7, 2019 2007 (or such later date and time as may be agreed to in writing by the Company and the Agent, each acting reasonablyCo-Lead Underwriters), have prepared the Prospectus Supplement and filed the Amended all such other documents as are required under applicable Securities Laws (in English and Restated Prospectus and other required documents in French, as appropriate) 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Units for distribution Purchased Securities to be offered and sold to the public in each of the Provinces and Territories through the Underwriters or any other investment dealer or broker registered in the applicable Provinces and Territories. Concurrent therewith, the Corporation shall file the Prospectus Supplement (with such additions thereto and deletions therefrom as are permitted or required by the applicable rules and regulations of the SEC) with the SEC pursuant to General Instruction II.L. of Form F-10 and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in the Qualifying Jurisdictions through United States. 2.2 The Corporation agrees to allow the Agent or any other registered dealer Underwriters, prior to the filing of the Prospectus Supplement, to participate fully in the applicable Qualifying Jurisdictions. (c) During the period of distribution preparation of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps Prospectus Supplement and proceedings that such other documents as may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue Laws to qualify the distribution of the Offered Units. (d) Prior Purchased Securities and the Underlying Common Shares in the Provinces and Territories and in the United States and to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management in respect of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable expertsANR Acquisition) which they the 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 in order underwriters; and (c) enable the Underwriters to enable it to responsibly execute the certificate in the Prospectus Supplement required to be executed by them at the end Underwriters. 2.3 After the filing of the Offering Documents. Without limiting Prospectus Supplement and until the scope conclusion of the due diligence inquiry distribution of the Agent (or its counsel) may conductPurchased Securities and the Underlying Common Shares, the Company Corporation shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one take or more due diligence sessions cause to be held prior taken all steps as may be from time to filing time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the distribution of the Purchased Securities and the Underlying Common Shares in each of the ProspectusProvinces and Territories and the United States; provided, however, that with respect to state securities law qualifications, the Amended and Restated Prospectus and Corporation shall not be obligated to file any Supplementary Materialgeneral 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.

Filing of Prospectus. 2.1 Each of the Trust and Penn West represents and warrants to and for the benefit of the Underwriters that: (a) As of the date of this AgreementTrust has elected to rely upon the Shelf Procedures, (i) the Company has prepared and filed the Preliminary Base Prospectus (in English and French) and all such other documents as are required documents with the Securities Commissions under the Applicable applicable Securities Laws pursuant to (in English and, as required, in French), utilizing the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained a final receipt dated June 13, 2008 in respect of the Preliminary Receipt Base Prospectus evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each final receipts of the Securities Commissions in each of the other Qualifying Jurisdictions, Provinces have been issued (iithe "Final Receipt"); (b) the Company Trust meets the general eligibility requirements for use of Form F-10 and has addressed filed the comments made by such Securities Commissions Registration Statement and an amendment thereto in respect of the Preliminary Securities and an appointment of agent for service of process on Form F-X (the "Form F-X") in conjunction with the filing of the Registration Statement with the SEC; the Registration Statement and any post-effective amendment thereto, in each case including the U.S. Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), each in the form heretofore delivered or to be delivered to the Co-Lead Underwriters, including exhibits to the Registration Statement and any documents incorporated by reference in the U.S. Base Prospectus contained therein, for delivery by them to each of the other Underwriters, became effective under the U.S. Securities Act in such form; and no other document with respect to the Registration Statement or documents incorporated by reference therein has heretofore been cleared filed or transmitted for filing with the SEC and no other document incorporated by all of reference in the U.S. Base Prospectus contained therein has heretofore been filed with the Securities Commissions, except for any documents filed with the SEC or the Securities Commissions subsequent to file the Prospectusdate of such effectiveness in the form heretofore delivered to the Co-Lead Underwriters for delivery by them to each of the other Underwriters, and (iii) the Company has prepared and except that a prospectus supplement dated June 18, 2008 was filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant SEC relating to the Passport System and NP 11Trust's at-202 and designated the-market equity program; and (c) no stop order suspending the BCSC as effectiveness of the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt Registration Statement has been issued and, to the Trust's and Penn West's knowledge, no proceeding for that purpose has been initiated or is deemed to have been issued for threatened by the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) SEC. The Company shallTrust shall prepare and file as soon as reasonably possible and, in any event, not later than 5:00 p.m. (Vancouver Calgary time) on October 22January 30, 2019 2009 (or such later date and time as may be agreed to in writing by the Company and the Agent, each acting reasonablyCo-Lead Underwriters), have prepared the Prospectus Supplement and filed the Amended all such other documents as are required under applicable Securities Laws (in English and Restated Prospectus and other required documents in French, as appropriate) 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Units for distribution Purchased Securities to be offered and sold to the public in each of the Provinces through the Underwriters or any other investment dealer or broker registered in the applicable Provinces. Concurrent therewith, the Trust shall file the Prospectus Supplement (with such additions thereto and deletions therefrom as are permitted or required by the applicable rules and regulations of the SEC) with the SEC pursuant to General Instruction II.L. of Form F-10 and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in the Qualifying Jurisdictions through United States. 2.2 The Trust and Penn West agree to allow the Agent or Underwriters, prior to the filing of the Prospectus Supplement and any other registered dealer Prospectus Amendment, to participate fully in the applicable Qualifying Jurisdictions. (c) During the period of distribution preparation of the Offered Units, the Company will promptly take, or cause to be taken, Prospectus Supplement and any additional steps Prospectus Amendment and proceedings that such other documents as may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue Laws to qualify the distribution of the Offered Units. (d) Prior Purchased Securities in the Provinces and in the United States and to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent Underwriters to conduct all due diligence investigations (including through which the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) 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 in order underwriters; and (c) enable the Underwriters to enable it to responsibly execute the certificate in the Prospectus Supplement and any Prospectus Amendment required to be executed by them at the end Underwriters. 2.3 After the filing of the Offering Documents. Without limiting Prospectus Supplement and until the scope conclusion of the due diligence inquiry distribution of the Agent (or its counsel) may conductPurchased Securities, the Company Trust shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one take or more due diligence sessions cause to be held prior taken all steps as may be from time to filing time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the distribution of the Purchased Securities in each of the ProspectusProvinces and the United States; provided, however, that with respect to state securities law qualifications in the United States, the Amended and Restated Prospectus and Trust shall not be obligated to file any Supplementary Materialgeneral 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.

Filing of Prospectus. (a) As of the date of this Agreement, (i) the Company has prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, and (ii) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions,. (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 223, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent or any other registered dealer in the applicable Qualifying Jurisdictions. (c) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue to qualify the distribution of the Offered Units. (d) Prior to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s 's audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 2:00 p.m. (Vancouver time) on October 1, 2018 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant Laws, elected to use the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder thereunder, and has shall have obtained by no later than 5:00 p.m. (Vancouver time) on the next Business Day a Preliminary Receipt evidencing from the BCSC under the Passport System which shall evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus have been received from, and has been cleared by all of settled with, the Securities Commissions to file the Prospectusbut, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shallin any event, not later than 5:00 p.m. (Vancouver time) on October 2210, 2019 2018 (or such later date as may be agreed to in writing by the Company and GMP on behalf of the Agent, each acting reasonablyUnderwriters), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units Shares for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered UnitsShares, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or reasonably requested by the AgentLead Underwriter on behalf of the Underwriters, to continue to qualify the distribution of the Offered UnitsShares. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered UnitsShares, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this Agreement, (i) the The Company has prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-198729), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of the Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at each time of effectiveness under the Applicable Securities Laws Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B or 430C under the Passport System Securities Act or the Securities Exchange Act of 1934, as amended, and NP 11-202 the rules and designated regulations promulgated thereunder (collectively, the BCSC “Exchange Act”), is called the “Registration Statement.” Any preliminary prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b), together with the Base Prospectus, is hereafter called a “Preliminary Prospectus.” The term “Prospectus” shall mean the final prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) after the date and time that this Agreement is executed and delivered by the parties hereto, including the Base Prospectus. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the principal regulator thereunder case may be, under the Exchange Act, and has obtained incorporated by reference in such Preliminary Prospectus or Prospectus, as the Preliminary Receipt evidencing that a receipt has been issued or is case may be; and any reference to any amendment to the Registration Statement shall be deemed to have been issued for the Preliminary Prospectus by each refer to and include any report of the Securities Commissions Company filed pursuant to Section 13(a) or 15(d) of the other Qualifying Jurisdictions, (ii) Exchange Act after the Company has addressed the comments made by such Securities Commissions in respect effective date of the Preliminary Prospectus and has been cleared Registration Statement that is incorporated by all of the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 22, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public reference in the Qualifying Jurisdictions through the Agent or any other registered dealer in the applicable Qualifying JurisdictionsRegistration Statement. (c) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue to qualify the distribution of the Offered Units. (d) Prior to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 5:00 p.m. (Toronto time) on January 18, 2021 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant and shall have elected to use the Passport System and NP 11-202 and designated the BCSC OSC as the principal regulator thereunder thereunder, and has shall have obtained by no later than 5:00 p.m. (Toronto time) on the next Business Day, a Preliminary Receipt evidencing from the OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus and has have been cleared by all of received from the Securities Commissions Commissions, use commercially reasonable efforts to file the Prospectuspromptly resolve and settle all comments, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shalland, in any event, not later than 5:00 12:00 p.m. (Vancouver Toronto time) on October 22January 25, 2019 2021 (or such later date as may be agreed to in writing by the Company and Beacon on behalf of the AgentUnderwriters, each acting reasonably), have prepared prepare and filed file the Amended and Restated Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws, Laws and elected to use the Passport System and designated the BCSC OSC as the principal regulator thereunder, and shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or be requested by Beacon on behalf of the AgentUnderwriters, to continue to qualify the distribution of the Offered Units. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and auditors, former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent Underwriters (or its their counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors, former auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent Underwriters may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 4:00 p.m. (Toronto time) on August 26, 2020 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant and shall have elected to use the Passport System and NP 11-202 and designated the BCSC OSC as the principal regulator thereunder thereunder, and has shall have obtained by no later than 5:00 p.m. (Toronto time) on the next Business Day, a Preliminary Receipt evidencing from the OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus and has have been cleared by all of received from the Securities Commissions Commissions, use commercially reasonable efforts to file the Prospectuspromptly resolve and settle all comments, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shalland, in any event, not later than 5:00 12:00 p.m. (Vancouver Toronto time) on October 22September 2, 2019 2020 (or such later date as may be agreed to in writing by the Company and Beacon on behalf of the AgentUnderwriters, each acting reasonably), have prepared prepare and filed file the Amended and Restated Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws, Laws and elected to use the Passport System and designated the BCSC OSC as the principal regulator thereunder, and shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or be requested by Beacon on behalf of the AgentUnderwriters, to continue to qualify the distribution of the Offered Units. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and auditors, former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent Underwriters (or its their counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors, former auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent Underwriters may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Amended and Restated Final Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As 5.1 The Issuer will cause the Prospectus to be filed with the Regulatory Authorities, will deliver all necessary copies of the date of this Agreement, (i) the Company has prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System Regulatory Authorities and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (ii) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 22, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent or any other registered dealer in the applicable Qualifying Jurisdictions. (c) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue to qualify the distribution of the Offered Units. (d) Prior to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent (or its counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors have the Prospectus accepted by the Regulatory Authorities. 5.2 The Issuer will provide the Agent with as many copies of the Prospectus as the Agent reasonably requests. 5.3 Delivery of the Prospectus and any amendment thereto shall constitute a representation and warranty by the Issuer to the Agent that all information and statements (including except information and statements relating solely to the auditors named Agent) contained in the Business Acquisition ReportProspectus and any amendment thereto are true and correct in all material respects at the time of delivery thereof and contain no Misrepresentations and constitute full, true and plain disclosure of all Material Facts relating to the Issuer and the Securities and that no Material Fact or material information has been omitted therefrom (except facts of information relating solely to the Agent) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions is required to be held prior stated therein or is necessary to filing make statements of each information contained therein not misleading in light of the circumstances under which they were made. Such delivery shall also constitute the Issuer’s consent to the Agent’s use of the Prospectus, the Amended and Restated Prospectus any amendment thereto and any Supplementary Materialother documents supplied to the Agent by the Issuer for the purpose of the sale of Units in compliance herewith and with the Applicable Legislation. 5.4 The Issuer acknowledges that the Agent will be conducting a due diligence investigation of the Issuer’s business, properties, securities, management and affairs and the Issuer covenants that it will afford the Agent with access to the contracts, properties, commitments, corporate records and other documents that the Agent may reasonably request. The Issuer also covenants to use its reasonable best efforts to secure the cooperation of the Issuer’s professional advisors (including its legal advisors and auditors) to participate in any due diligence conference calls required by the Agent, and the Issuer consents to the use and the disclosure of information obtained during the course of the due diligence investigation (including during the due diligence conference call) where such disclosure is required by law or required by the Agent to maintain a defense to any regulatory or other civil action.

Filing of Prospectus. (a) As of the date of this Agreement, The Company shall: (i) the Company has not later than 5:00 p.m. (Toronto time) on Octo2b3e,r 2020 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant and shall have elected to use the Passport System and NP 11-202 and designated the BCSC OSC as the principal regulator thereunder oregulat thereunder, and has shall have obtained by no later than 5:00 p.m. (Toronto time) on the next Business Day, a Preliminary Receipt evidencing from the OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued issude for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus and has have been cleared by all of received from the Securities Commissions Commissions, use commercially reasonable efforts to file the Prospectuspromptly resolve and settle all comments, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shalland, in any event, not later than 5:00 p.m. (Vancouver timeToronottime) on October 2230, 2019 2020 (or such later date as may be agreed to in writing by the Company and Canaccord on behalf of the Agent#3518085v6 Underwriters, each acting reasonably), have prepared prepare and filed file the Amended and Restated Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws, Laws and elected to use the Passport System and designated the BCSC OSC as the principal regulator thereunder, and shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC OSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units for distribution to the public in the Qualifying Jurisdictions through the Agent Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps additiontaelpss and proceedings that may from time to time be required under the Applicable Securities Laws, or be requested by Canaccord on behalf of the AgentUnderwriters, to continue to qualify the distribution of the Offered Units. (dc) Prior to the filing of the Amended Preliminray Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow have allowed the Agent Underwriters to review and comment on such documents and shall allow documentsdasnhall have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the CompanyZ K L F K P D Q D J H P H Q W R I W K H & R P S D Q \ W K H F K D L U R I W auditors, the chair of the Company’s audit committee, its current and former auditors, legal ,egl al counsel and other applicable experts) which they may reasonably require in order to fulfill their obligations as underwriters in order to enable it them to execute the certificate required to be executed by them at the end of the Offering Documents. Without limiting the scope of the due diligence inquiry the Agent Underwriters (or its their counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors, former auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions questoi ns which the Agent Underwriters may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Amended and Restated Prospectus and any Supplementary Material.

Filing of Prospectus. (a) As of the date of this AgreementThe Company shall: A. not later than 2:00 p.m. (Toronto time) on May 8, (i) the Company has 2017 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant and shall have elected to use the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the thereunder; and B. obtain a Preliminary Receipt evidencing from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, ; and (ii) the Company has addressed the forthwith after any comments made by such Securities Commissions in with respect of to the Preliminary Prospectus and has have been cleared by all of received from the Securities Commissions but, in any event, not later than 5:00 p.m. (Toronto time) on May 24, 2017 (or such later date as may be agreed to file the Prospectus, and (iii) in writing by the Company has and MRCC on behalf of the Agents, each acting reasonably), have prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, not later than 5:00 p.m. (Vancouver time) on October 22, 2019 (or such later date as may be agreed to in writing by the Company and the Agent, each acting reasonably), have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, shall have obtained an Amended and Restated a Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Units Securities for distribution to the public in the Qualifying Jurisdictions through the Agent Agents or any other registered dealer in the applicable Qualifying Jurisdictions. (cb) During the period of distribution of the Offered UnitsSecurities, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or be requested by MRCC, acting reasonably, on behalf of the AgentAgents, to continue to qualify the distribution of the Offered UnitsSecurities. (dc) Prior to the filing of the Amended Preliminary Prospectus and Restated the Prospectus and thereafter, during the period of distribution of the Offered UnitsSecurities, including prior to the filing of any Supplementary Supplemental Material, the Company shall allow have allowed the Agent Agents to review and comment on such documents and shall allow have allowed the Agent Agents to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current auditors and former auditors, legal counsel will be present and other applicable expertsparticipate) which they may reasonably require in order to fulfill their obligations as underwriters agents in order to enable it them to execute the certificate contained in the Offering Documents and required to be executed by them at the end of the Offering Documentspursuant to Applicable Securities Laws. Without limiting the scope of the due diligence inquiry the Agent Agents (or its their counsel) may conduct, the Company shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent Agents may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Amended and Restated Final Prospectus and any Supplementary Material.

Filing of Prospectus. 2.1 The Corporation represents and warrants to and for the benefit of the Underwriters that: (a) As of it has elected to rely upon the date of this AgreementShelf Procedures, (i) the Company has prepared and filed the Preliminary Base Prospectus (in English and French) and all such other documents as are required documents with the Securities Commissions under the Applicable applicable Securities Laws pursuant to (in English and, as required, in French), utilizing the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder Mutual Reliance Review Procedures and has obtained a final MRRS Decision Document dated February 1, 2007 in respect of the Preliminary Receipt Base Prospectus evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each final receipts of the Securities Commissions in each of the other Qualifying Jurisdictions, Provinces and Territories have been issued (iithe “final MRRS Decision Document”); (b) the Company Corporation meets the general eligibility requirements for use of Form F-10 and has addressed filed the comments made by such Securities Commissions Registration Statement and an amendment thereto in respect of the Preliminary Securities and an appointment of agent for service of process on Form F-X (the “Form F-X”) in conjunction with the filing of the Registration Statement with the SEC; the Registration Statement and any post-effective amendment thereto, in each case including the U.S. Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), each in the form heretofore delivered or to be delivered to the Co-Lead Underwriters, including exhibits to the Registration Statement and any documents incorporated by reference in the U.S. Base Prospectus contained therein, for delivery by them to each of the other Underwriters, became effective under the U.S. Securities Act in such form; and no other document with respect to the Registration Statement or documents incorporated by reference therein has heretofore been cleared filed or transmitted for filing with the SEC and no other document incorporated by all of reference in the U.S. Base Prospectus contained therein has heretofore been filed with the Securities Commissions, except for any documents filed with the SEC or the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant subsequent to the Passport System and NP 11date of such effectiveness in the form heretofore delivered to the Co-202 and designated Lead Underwriters for delivery by them to each of the BCSC as other Underwriters; and (c) no stop order suspending the principal regulator thereunder and has obtained effectiveness of the Final Receipt evidencing that a receipt Registration Statement has been issued and, to the Corporation’s knowledge, no proceeding for that purpose has been initiated or is deemed to have been issued for threatened by the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) SEC. The Company shallCorporation shall prepare and file as soon as reasonably possible and, in any event, not later than 5:00 4:00 p.m. (Vancouver Calgary time) on October 22May 6, 2019 2008 (or such later date and time as may be agreed to in writing by the Company and the Agent, each acting reasonablyCo-Lead Underwriters), have prepared the Prospectus Supplement and filed the Amended all such other documents as are required under applicable Securities Laws (in English and Restated Prospectus and other required documents in French, as appropriate) 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Units for distribution Purchased Securities to be offered and sold to the public in each of the Provinces and Territories through the Underwriters or any other investment dealer or broker registered in the applicable Provinces and Territories. Concurrent therewith, the Corporation shall file the Prospectus Supplement (with such additions thereto and deletions therefrom as are permitted or required by the applicable rules and regulations of the SEC) with the SEC pursuant to General Instruction II.L. of Form F-10 and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in the Qualifying Jurisdictions through United States. 2.2 The Corporation agrees to allow the Agent or any other registered dealer Underwriters, prior to the filing of the Prospectus Supplement, to participate fully in the applicable Qualifying Jurisdictions. (c) During the period of distribution preparation of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps Prospectus Supplement and proceedings that such other documents as may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue Laws to qualify the distribution of the Offered Units. (d) Prior Purchased Securities in the Provinces and Territories and in the United States and to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management in respect of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable expertsRavenswood Acquisition) which they the 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 in order underwriters; and (c) enable the Underwriters to enable it to responsibly execute the certificate in the Prospectus Supplement required to be executed by them at the end Underwriters. 2.3 After the filing of the Offering Documents. Without limiting Prospectus Supplement and until the scope conclusion of the due diligence inquiry distribution of the Agent (or its counsel) may conductPurchased Securities, the Company Corporation shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one take or more due diligence sessions cause to be held prior taken all steps as may be from time to filing time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the distribution of the Purchased Securities in each of the ProspectusProvinces and Territories and the United States; provided, however, that with respect to state securities law qualifications in the United States, the Amended and Restated Prospectus and Corporation shall not be obligated to file any Supplementary Materialgeneral 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.

Filing of Prospectus. (a) As The Corporation represents and warrants to, and covenants and agrees with, the Underwriters that: (i) the Corporation has filed the Canadian Preliminary Prospectus in each of the date Qualifying Provinces pursuant to National Policy 43-201 and has obtained an MRRS decision document evidencing receipts by each of the Canadian Securities Regulators for the Canadian Preliminary Prospectus; (ii) the Corporation shall fulfill or cause to be fulfilled to the reasonable satisfaction of the Underwriters' counsel all relevant provisions of Canadian Securities Laws that are required to be fulfilled by the Corporation to permit the distribution of the Offered Shares in each of the Qualifying Provinces, by or through the Underwriters who shall comply with the relevant provisions of Canadian Securities Laws; (iii) following execution of this Agreement, (i) the Company has prepared and filed Corporation shall file the Canadian Amended Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by in each of the Securities Commissions of Qualifying Provinces pursuant to National Policy 43-201; (iv) forthwith after any comments with respect to the other Qualifying Jurisdictions, (ii) the Company has addressed the comments made by such Securities Commissions in respect of the Canadian Preliminary Prospectus and has been cleared by all of or the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Canadian Amended Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for received from the Prospectus by each of the Canadian Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shall, Regulators but not later than 5:00 p.m. (Vancouver time) on October 22May 8, 2019 2006 (or such later date as may be agreed to in writing by the Company Corporation and the AgentUnderwriters but in any event not later than May 12, each acting reasonably2006), the Corporation shall have prepared and filed the Amended and Restated Prospectus 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 shall, within a reasonable period of time thereafter using used its best efforts to have prepared, filed and in any event within three Business Days, have obtained an Amended and Restated Final Receipt a decision document from the BCSC OSC under the Passport System which shall also evidence Mutual Reliance Procedures evidencing that a receipt has been issued or is deemed to have been issued for the Amended and Restated Canadian Prospectus by each of the Canadian Securities Commissions of the other Qualifying Jurisdictions and Regulators or otherwise fulfilled all legal requirements to qualify enable the Offered Units for distribution Shares to be offered and sold to the public in the Qualifying Jurisdictions Canada through the Agent Underwriters or any other investment dealer or broker registered dealer to transact such business in the applicable Qualifying Jurisdictions.Province; (cv) During the period of distribution of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue to qualify the distribution of the Offered Units. (d) Prior prior to the filing of the Amended and Restated Prospectus Preliminary Prospectuses and thereafter, during and prior to the period completion of the distribution of the Offered Units, including prior to the filing of any Supplementary MaterialShares, the Company Corporation shall allow have allowed the Agent Underwriters to review and comment on participate fully in the preparation of such documents document and shall allow have allowed the Agent Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) which they may reasonably require in order to fulfill fulfil their obligations as underwriters and in order to enable it them to execute the certificate required to be executed by them at in such document; and (vi) the end Corporation: (i) has prepared and filed with the SEC the Registration Statement, which does and will comply in all material respects with the applicable requirements of the Offering Documents. Without limiting 1933 Act and the scope rules thereunder, including the U.S. Preliminary Prospectus and a written appointment of agent for services of process upon the Corporation on Form F-X (the "Form F-X"); (ii) as soon as practicable after the filing of the due diligence inquiry Canadian Amended Preliminary Prospectus with the Agent OSC and, in any event, on the date on which the Canadian Amended Preliminary Prospectus is filed with the OSC, will file an amendment to such Registration Statement including the U.S. Amended Preliminary Prospectus, which will comply in all material respects with the applicable requirements of the 1933 Act and the rules thereunder; (iii) as soon as practicable after the filing of any further Prospectus Amendment with the OSC and, in any event, on the date on which the Prospectus Amendment is filed with the OSC, will file an amendment to such Registration Statement including the U.S. Prospectus Amendment, which will comply in all material respects with the applicable requirements of the 1933 Act and the rules thereunder; and (iv) as soon as practicable after the filing of the Canadian Final Prospectus with the OSC and, in any event, on the date on which the Canadian Final Prospectus is filed with the OSC, will file an amendment to such Registration Statement including the U.S. Final Prospectus and take all actions as may be necessary or its counsel) may conductdesirable to cause the Registration Statement to become effective under the 1933 Act and shall have fulfilled and complied with, to the reasonable satisfaction of the Underwriters, the Company shall use its best efforts U.S. Securities Laws required to make available its directors, senior management, auditors (including be fulfilled or complied with by the auditors named Corporation to enable the Offered Shares to be lawfully distributed to the public in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to filing of each of the Prospectus, the Amended and Restated Prospectus and any Supplementary MaterialUnited States.

Filing of Prospectus. 2.1 The Corporation represents and warrants to and for the benefit of the Underwriters that: (a) As of it has elected to rely upon the date of this AgreementShelf Procedures, (i) the Company has prepared and filed the Base Prospectus (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 and has obtained a final receipt dated July 3, 2008 in respect of the Base Prospectus evidencing that final receipts of the Securities Commissions in each of the Provinces and Territories have been issued or deemed to be issued (the “Final Receipt”); (b) the Corporation meets the general eligibility requirements for use of Form F-10 and has filed the Registration Statement and an amendment thereto in respect of the Securities and an appointment of agent for service of process on Form F-X (the “Form F-X”) in conjunction with the filing of the Registration Statement with the SEC; the Registration Statement and any post-effective amendment thereto, in each case including the U.S. Base Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC), each in the form heretofore delivered or to be delivered to the Co-Lead Underwriters, including exhibits to the Registration Statement and any documents incorporated by reference in the U.S. Base Prospectus contained therein, for delivery by them to each of the other Underwriters, became effective under the U.S. Securities Act in such form; and no other document with respect to the Registration Statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the SEC and no other document incorporated by reference in the U.S. Base Prospectus contained therein has heretofore been filed with the Securities Commissions, except for any documents filed with the SEC or the Securities Commissions subsequent to the date of such effectiveness in the form heretofore delivered to the Co-Lead Underwriters for delivery by them to each of the other Underwriters; (c) no stop order suspending the effectiveness of the Registration Statement has been issued and, to the Corporation’s knowledge, no proceeding for that purpose has been initiated or threatened by the SEC; and (d) it has filed or shall promptly file the Preliminary Prospectus and other required documents Supplement in the form previously delivered to the Underwriters with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System and NP 11-202 and designated the BCSC as the principal regulator thereunder and has obtained the Preliminary Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (ii) the Company has addressed the comments made by such Securities Commissions in respect of the Preliminary Prospectus and has been cleared by all of the Securities Commissions to file the Prospectus, and (iii) the Company has prepared and filed the Prospectus and other required documents with the Securities Commissions under the Applicable Securities Laws pursuant to the Passport System SEC. The Corporation shall prepare and NP 11-202 and designated the BCSC file as the principal regulator thereunder and has obtained the Final Receipt evidencing that a receipt has been issued or is deemed to have been issued for the Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions, (b) The Company shallsoon as reasonably possible and, in any event, not later than 5:00 3:00 p.m. (Vancouver Calgary time) on October 22June 17, 2019 2009 (or such later date and time as may be agreed to in writing by the Company and the Agent, each acting reasonablyCo-Lead Underwriters), have prepared the Prospectus Supplement and filed the Amended and Restated Prospectus and all such other documents as are required documents under applicable Securities Laws (in English and, as required, in French) 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 shall, within a reasonable period of time thereafter using its best efforts and in any event within three Business Days, have obtained an Amended and Restated Final Receipt from the BCSC under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Amended and Restated Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled fulfill all legal requirements to qualify enable the Offered Units for distribution Purchased Securities to be offered and sold to the public in each of the Provinces and Territories through the Underwriters or any other investment dealer or broker registered in the applicable Provinces and Territories. Concurrent therewith, the Corporation shall file the Prospectus Supplement (with such additions thereto and deletions therefrom as are permitted or required by the applicable rules and regulations of the SEC) with the SEC pursuant to General Instruction II.L. of Form F-10 and otherwise fulfill all legal requirements to enable the Purchased Securities to be offered and sold to the public in the Qualifying Jurisdictions through United States. 2.2 The Corporation agrees to allow the Agent or any other registered dealer Underwriters, prior to the filing of the Prospectus Supplement, to participate fully in the applicable Qualifying Jurisdictions. (c) During the period of distribution preparation of the Offered Units, the Company will promptly take, or cause to be taken, any additional steps Prospectus Supplement and proceedings that such other documents as may from time to time be required under the Applicable Securities Laws, or requested by the Agent, to continue Laws to qualify the distribution of the Offered Units. (d) Prior Purchased Securities in the Provinces and Territories and in the United States and to the filing of the Amended and Restated Prospectus and thereafter, during the period of distribution of the Offered Units, including prior to the filing of any Supplementary Material, the Company shall allow the Agent to review and comment on such documents and shall allow the Agent Underwriters to conduct all due diligence investigations (including through which the conduct of oral due diligence sessions at which management of the Company, the chair of the Company’s audit committee, its current and former auditors, legal counsel and other applicable experts) 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 in order underwriters; and (c) enable the Underwriters to enable it to responsibly execute the certificate in the Prospectus Supplement required to be executed by them at the end Underwriters. 2.3 After the filing of the Offering Documents. Without limiting Prospectus Supplement and until the scope conclusion of the due diligence inquiry distribution of the Agent (or its counsel) may conductPurchased Securities, the Company Corporation shall use its best efforts to make available its directors, senior management, auditors (including the auditors named in the Business Acquisition Report) and legal counsel to answer any questions which the Agent may have and to participate in one take or more due diligence sessions cause to be held prior taken all steps as may be from time to filing time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the distribution of the Purchased Securities in each of the ProspectusProvinces and Territories and the United States; provided, however, that with respect to state securities law qualifications in the United States, the Amended and Restated Prospectus and Corporation shall not be obligated to file any Supplementary Materialgeneral 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.