Common use of Filing of Prospectuses Clause in Contracts

Filing of Prospectuses. 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 (or in any case by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and (j) the Corporation will obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectuses. 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Offered Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 102 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Securities Commission BCSC is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses;System. (b) as of the date of the initial filing of the Registration Statement with the SEC the Corporation meets met, and as of the date hereof the Corporation meets, the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Base Prospectus with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares Shelf Securities under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Base Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X to appoint an agent for service of process in conjunction with the filing of the Initial Registration Statement (the “Form F-X”)Statement; (f) On February 11, 2021, the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file shall have filed the Canadian Amended Preliminary Prospectus Supplement under and as required by Canadian Securities Laws with each of the Canadian Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver Commissions on a basis acceptable to the Underwriters a Passport Receipt dated December 4Underwriters, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictionsacting reasonably; (g) On February 12, 2021, the Corporation shall file the Canadian Prospectus Supplement under and as required by Canadian Securities Laws with each of the Canadian Securities Commissions on a basis acceptable to the Underwriters, acting reasonably; (h) the Corporation shall, as promptly as practicable immediately after the execution filing of this Agreement and in any event the Canadian Prospectus Supplement but no later than 5:30 pm (Vancouver time) on December 4February 12, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 2021 (or in any case case, by such later date or dates as may be determined by the Lead Underwriter Scotia in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final U.S. Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective General Instruction II.L of Form F-10 under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and (ji) the Corporation will obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates certificate in the Canadian Prospectuses Preliminary Supplement, the Canadian Prospectus Supplement or any Prospectus Amendment required to be executed by the Underwriters. 2.3 After the earlier of date of the Final Prospectuses Canadian Prospectus Supplement and the U.S. Prospectus and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. 2.4 During the Distribution of the Offered Shares: (a) the Corporation shall approve in writing the template version of any marketing materials prepared by Scotia and proposed to be provided by the Underwriters to any potential investor of Offered Shares, any such marketing materials to comply with Canadian Securities Laws and U.S. Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion; (b) Scotia shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Offered Shares; (c) the Corporation shall file the template version of any such marketing materials on SEDAR and with the SEC on or before the day the marketing materials are first provided to any potential investor of Offered Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as promptly as practicable following such filing; and (d) following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(2) of NI 44-101 to potential investors of Offered Shares in accordance with Securities Laws. 2.5 The Corporation and Scotia, on behalf of the Underwriters, approve the marketing materials attached as Schedule G hereto. 2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Offered Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors of Offered Shares in the Canadian Qualifying Jurisdictions, the United States and other jurisdictions outside of Canada and the United States in compliance with applicable local laws in such jurisdictions.

Filing of Prospectuses. 2.1 The Corporation represents, 3.1 BIP represents and warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) BIP is qualified to file a prospectus in Canada in the Corporation is eligible in accordance with form of a base shelf prospectus pursuant to the provisions of NI 44-101 to file a short form prospectus in each 102 for the distribution of the Canadian Qualifying Jurisdictions Units and the British Columbia Securities Commission is the principal regulator for the Corporation under the Passport System for purposes Additional Units; and (b) BIP has fulfilled all of the requirements to be fulfilled by BIP, including the filing of all continuous disclosure materials required to be filed in Canada pursuant to applicable Canadian Securities Laws, but excluding the preparation and filing of the Canadian Prospectuses; (b) Supplement, to enable the Corporation meets Units and the general eligibility requirements Additional Units to be offered for sale and sold to the use public in all of Form F-10; (c) the Corporation has filed under, and as required by, Qualifying Jurisdictions through registrants who have complied with the relevant provisions of applicable Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions;. (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation 3.2 BIP shall, under Canadian Securities Laws: (ia) file the Canadian Supplement (in the English and French languages, as promptly as practicable after the execution of this Agreement appropriate) in form and in any event by 2:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable substance satisfactory to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus all other documents required under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no not later than 5:30 pm 10:00 p.m. (Vancouver Toronto time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11July 12, 2019 (or in any case by such later date or dates as may be determined agreed to in writing by the Lead Underwriter in its sole discretionUnderwriters) and on a basis acceptable otherwise fulfill all legal requirements to enable the Units and the Additional Units to be offered and sold to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with public in each of the Securities Commissions and obtain and deliver to Qualifying Jurisdictions through the Underwriters a Passport Receipt issued by or any other investment dealer or broker registered in the Principal Regulator evidencing that a receipt for applicable province or territory in the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionJurisdictions; (ib) file the Corporation shall, immediately after U.S. Prospectus with the filing of SEC within the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, time periods specified by such later date or dates as may be determined by the Lead Underwriter in its sole discretionRule 424(b) and on a basis acceptable Rule 430A, 430B or 430C under the Securities Act; file any Issuer Free Writing Prospectus to the Underwriters, acting reasonably, prepare extent required by Rule 433 under the Securities Act; file promptly all reports and file any other information required to be filed by BIP with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the multi-jurisdictional disclosure system, Amendment No. 2 Exchange Act subsequent to the Registration Statement, including date of the U.S. Final Prospectus, which Amendment No. 2 to Prospectus and for so long as the Registration Statement will become effective under delivery of a prospectus is required in connection with the U.S. Securities Act upon filing thereof pursuant to offer or sale of the Units and Additional Units; (c) pay the SEC registration fee for this Offering within the time period required by Rule 467(a456(b)(1) under the US. Securities ActAct and in any event prior to the Closing Date; and (jd) during the Corporation will obtain Distribution Period, qualify the conditional listing Units for offer, sale and distribution under the securities or “blue sky” laws of such jurisdictions as the Offered Shares on the TSX by the Closing TimeRepresentatives shall reasonably request, subject to the satisfaction by the Corporation of customary conditions specified by the TSXafter prior consultation with BIP, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all additional steps as may, and proceedings that from time to timetime may be required under the Applicable Securities Laws and to continue to qualify the Units and the Additional Units for offer, be necessary to maintain sale and distribution or, in the qualification ofevent that the Units or the Additional Units have, or if the qualification shall cease for any reason reason, ceased to requalifyso qualify, to again qualify the Distribution of Units and the Offered Shares in each of the Canadian Qualifying Jurisdictions Additional Units for offer, sale and in the United Statesdistribution; provided, howeverthat in connection therewith BIP shall not, that with respect to state securities law qualifications in the United Statesany event, the Corporation shall not be obligated to file any general consent to service of process or required to qualify as a foreign corporation or as to file a dealer in securities general consent to service of process 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 subjectedjurisdiction.

Filing of Prospectuses. Section 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions Provinces and Territories and the British Columbia Ontario Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, under and as required by, by Canadian Securities Laws, Laws the Canadian Preliminary Prospectus with each of the Securities CommissionsCommissions and obtained a Passport Receipt therefor, a copy of which has been provided to the Underwriters; (d) the Corporation has filed with the SEC a registration statement on Form F-10 (File No. 333-195918) covering the Initial Registration Statement to register the offer and sale registration of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the initial filing of the Initial Registration Statement registration statement on Form F-10 referred to in Section 2.1(d) (the “Form F-X”); (f) the Corporation shall, under Canadian Securities Laws:, (i) as promptly soon as practicable possible after the execution of this Agreement and in any event by 2:30 pm noon (Vancouver Ottawa time) on December 4, 2019 the business day following the date hereof and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly soon as practicable thereafterpossible thereafter and in any event by 5:00 p.m. (Ottawa time) on the business day following the date hereof, obtain and deliver to the Underwriters a Passport Receipt Receipt, dated December 4, 2019the date of filing, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying JurisdictionsProvinces and Territories; (g) the Corporation shall, as promptly soon as practicable possible after the execution of this Agreement and in any event no later than 5:30 pm noon (Vancouver Ottawa time) on December 4, 2019 the business day following the date hereof and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 an amendment to the Registration Statementregistration statement on Form F-10 referred to in Section 2.1(d), including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after under Canadian Securities Laws, (i) as soon as possible after any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm 4:30 p.m. (Vancouver Ottawa time) on December 11May 23, 2019 2014 (or in any case case, by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions Commissions; and (ii) as soon as possible and in any event by 5:00 p.m. (Ottawa time) on May 23, 2014 obtain and deliver to the Underwriters a Passport Receipt Receipt, dated the date of filing, issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionProvince and Territory; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 4:30 p.m. (Vancouver Ottawa time) on December 11May 23, 2019 2014 (or in any case, by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional multijurisdictional disclosure system, Amendment No. 2 a further amendment to the Registration Statementregistration statement referred to in Section 2.1(d), including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will shall become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; (j) on the date of and upon filing of the Canadian Final Prospectus there will be no documents required to be filed under Canadian Securities Laws in connection with the distribution of the Offered Shares that will not have been filed as required; and (jk) the Corporation will obtain the conditional listing Firm Shares are listed, and as of the Offered Shares Closing Time will be listed, on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, Toronto Stock Exchange and the Corporation will promptly satisfy all such conditions to listing of both the ExchangesNasdaq Global Market. Section 2.2 The Corporation agrees to allow the UnderwritersUnderwriters and the Selling Shareholders, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution distribution of the Offered Shares in the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States, in each case, acting reasonably, and to allow the Underwriters and the Selling Shareholders to conduct all due diligence which the Underwriters and the Selling Shareholders may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) with respect to the Underwriters, fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters and, if required under Canadian Securities Laws, the Selling Shareholders to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the UnderwritersUnderwriters and, if required, the Selling Shareholders. Section 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, may be from time to time, be time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectuses. 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm (Vancouver time) on December 4February 10, 2019 2021 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4February 10, 20192021, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm (Vancouver time) on December 4February 10, 2019 2021 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11February 18, 2019 2021 (or in any case by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11February 18, 2019 2021 (or in any case, by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and (j) the Corporation will obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American NASDAQ by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. 2.4 During the Distribution of the Purchased Shares: (a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Co-Lead Underwriters and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with Canadian Securities Laws and U.S. Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion; (b) the Co-Lead Underwriters shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Shares; (c) the Corporation shall file the template version of any such marketing materials on SEDAR and with the SEC on or before the day the marketing materials are first provided to any potential investor of Purchased Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as promptly as practicable following such filing; and (d) following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(2) of NI 44-101 to potential investors of Purchased Shares in accordance with Securities Laws. 2.5 The Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, approve the marketing materials attached as Schedule B hereto. 2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors of Purchased Shares in the Canadian Qualifying Jurisdictions, the United States and other jurisdictions outside of Canada and the United States in compliance with applicable local laws in such jurisdictions.

Filing of Prospectuses. 2.1 The Corporation represents, 3.1 Each of BIPC and the Partnership represents and warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) it is qualified (in the Corporation is eligible case of BIPC, pursuant to the exemptive relief dated March 27, 2020 from the Ontario Securities Commission on behalf of each of the Securities Commissions) to file a prospectus in accordance with Canada in the form of a base shelf prospectus pursuant to the provisions of NI 44-101 to file a short form prospectus in each 102 for the distribution of the Canadian Qualifying Jurisdictions Exchangeable Shares and the British Columbia Securities Commission is the principal regulator for the Corporation under the Passport System for purposes Additional Exchangeable Shares; and (b) it has fulfilled all of the requirements to be fulfilled by it, including the filing of all continuous disclosure materials required to be filed in Canada pursuant to applicable Canadian Securities Laws, but excluding the preparation and filing of the Canadian Prospectuses; (b) Supplement, to enable the Corporation meets Exchangeable Shares and the general eligibility requirements Additional Exchangeable Shares to be offered for sale and sold to the use public in all of Form F-10; (c) the Corporation has filed under, and as required by, Qualifying Jurisdictions through registrants who have complied with the relevant provisions of applicable Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions;. (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act 3.2 BIPC and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation Partnership shall, under Canadian Securities Laws: (ia) file the Canadian Supplement (in the English and French languages, as promptly as practicable after the execution of this Agreement appropriate) in form and in any event by 2:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable substance satisfactory to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus all other documents required under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no not later than 5:30 pm 10:00 p.m. (Vancouver Toronto time) on December 4November 12, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 2021 (or in any case by such later date or dates as may be determined agreed to in writing by the Lead Underwriter in its sole discretionUnderwriters) and on a basis acceptable otherwise fulfill all legal requirements to enable the Exchangeable Shares and the Additional Exchangeable Shares to be offered and sold to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with public in each of the Securities Commissions and obtain and deliver to Qualifying Jurisdictions through the Underwriters a Passport Receipt issued by or any other investment dealer or broker registered in the Principal Regulator evidencing that a receipt for applicable province or territory in the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionJurisdictions; (ib) file the Corporation shall, immediately after U.S. Prospectus with the filing of SEC within the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, time periods specified by such later date or dates as may be determined by the Lead Underwriter in its sole discretionRule 424(b) and on a basis acceptable Rule 430A, 430B or 430C under the Securities Act; file any Issuer Free Writing Prospectus to the Underwriters, acting reasonably, prepare extent required by Rule 433 under the Securities Act; file promptly all reports and file any other information required to be filed by BIPC and the Partnership with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the multi-jurisdictional disclosure system, Amendment No. 2 Exchange Act subsequent to the Registration Statement, including date of the U.S. Final Prospectus, which Amendment No. 2 to Prospectus and for so long as the Registration Statement will become effective under delivery of a prospectus is required in connection with the U.S. Securities Act upon filing thereof pursuant to offer or sale of the Exchangeable Shares and Additional Exchangeable Shares; (c) pay the SEC registration fee for this Offering within the time period required by Rule 467(a456(b)(1) under the US. Securities ActAct and in any event prior to the Closing Date, to the extent any such SEC registration fee is required; and (jd) during the Corporation will obtain Distribution Period, qualify the conditional listing Exchangeable Shares for offer, sale and distribution under the securities or “blue sky” laws of such jurisdictions as the Offered Shares on Representatives shall reasonably request, after prior consultation with BIPC and the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSXPartnership, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all additional steps as may, and proceedings that from time to timetime may be required under the Applicable Securities Laws and to continue to qualify the Exchangeable Shares and the Additional Exchangeable Shares for offer, be necessary to maintain sale and distribution or, in the qualification ofevent that the Exchangeable Shares or the Additional Exchangeable Shares have, or if the qualification shall cease for any reason reason, ceased to requalifyso qualify, to again qualify the Distribution of Exchangeable Shares and the Offered Additional Exchangeable Shares in each of the Canadian Qualifying Jurisdictions for offer, sale and in the United Statesdistribution; provided, howeverthat in connection therewith BIPC and the Partnership shall not, that with respect to state securities law qualifications in the United Statesany event, the Corporation shall not be obligated to file any general consent to service of process or required to qualify as a foreign corporation or as to file a dealer in securities general consent to service of process 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 subjectedjurisdiction.

Filing of Prospectuses. 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions Provinces and Territories and the British Columbia Alberta Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “"Form F-X”"); (f) the Corporation shall, under the Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm 3:00 p.m. (Vancouver Calgary time) on December 4June 8, 2019 2016 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4June 8, 20192016, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying JurisdictionsProvinces and Territories; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm 3:00 p.m. (Vancouver Calgary time) on December 4June 8, 2019 2016 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system the Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, under the Canadian Securities Laws, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm 5:00 p.m. (Vancouver Calgary time) on December 11June 15, 2019 2016 (or in any case by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionProvince and Territory; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 5:00 p.m. (Vancouver Calgary time) on December 11June 15, 2019 2016 (or in any case, by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, the Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; and (j) the Corporation will use all reasonable commercial efforts to obtain the conditional listing of the Offered Shares on the TSX Toronto Stock Exchange by the Closing Time, subject to the satisfaction by the Corporation of the customary conditions as specified by the TSXToronto Stock Exchange, and approval for listing of the Offered Shares on the NYSE American New York Stock Exchange by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchangessuch exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ ' obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. 2.4 During the Distribution of the Purchased Shares: (a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with Canadian Securities Laws and U.S. Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion; (b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Shares; (c) the Corporation shall file a template version of the English version of any such marketing materials on SEDAR on or before the day the marketing materials are first provided to any potential investor of Purchased Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as promptly as practicable following such filing. The French language version of any such marketing materials shall be filed on SEDAR prior to or concurrently with the filing of the Canadian Final Prospectus as contemplated herein and a copy thereof shall be delivered to the Underwriters as promptly as practicable following such filing; and (d) following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(3) of NI 44-101 to potential investors of Purchased Shares in accordance with Securities Laws. 2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Schedule E hereto. 2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors of Purchased Shares in the Provinces and Territories, the United States and such other jurisdictions outside of Canada and the United States in compliance with applicable local laws in such jurisdictions. ARTICLE

Filing of Prospectuses. 2.1 The Corporation represents, Company represents and warrants to the Underwriters that the Company has prepared and covenants to and filed the Canadian Base Prospectus with the Underwriters Commissions and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file has obtained a short form prospectus in each of Final Receipt for the Canadian Qualifying Jurisdictions and Base Prospectus, which receipt also evidences that the British Columbia Securities Commission is the principal regulator has issued a receipt for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses;Base Prospectus. (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus 2.2 The Company covenants with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunderUnderwriters that it shall have, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm no later than 5:00 p.m. (Vancouver time) on December 4November 1, 2019 2023, prepared and on a basis acceptable filed the Canadian Prospectus Supplement with the Commissions, and will promptly fulfil and comply with, to the satisfaction of the Lead Underwriters, acting reasonably, prepare and file Applicable Securities Laws required to be fulfilled or complied with by the Company to enable the Offered Securities to be lawfully distributed to the public in the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to Qualifying Jurisdictions through the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions any other investment dealers or brokers registered as such in each of the Canadian Qualifying Jurisdictions;. (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 (or in any case by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to 2.3 The Company shall permit the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and (j) the Corporation will obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, and review all documents incorporated by reference in, any such Prospectuses (including marketing materials), and any other Ancillary Documents used in connection with the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow shall have allowed the Underwriters to conduct all due diligence which the Underwriters may investigations that they reasonably require in order toto fulfil their obligations as Underwriters under the Applicable Securities Laws. The Company shall furnish to the Underwriters all the information relating to the Company and its business and affairs as is required in connection with the Offering. 2.4 During the Distribution of the Offered Securities: (a) confirm the Public Record is accurate Company shall prepare, in consultation with the Lead Underwriters, and current approve in all material respectswriting, prior to such time any marketing materials that are provided to potential investors of the Offered Securities, a template version of any marketing materials reasonably requested to be provided by the Underwriters to any such potential investor, such marketing materials to comply with Applicable Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably; (b) fulfill the Lead Underwriters shall, on behalf of the Underwriters’ obligations , approve a template version of any such marketing materials in writing prior to such time such marketing materials are provided to potential investors in the Offered Securities; (c) the Company shall file a template version of the English version of any such marketing materials on SEDAR as underwriterssoon as reasonably practical after such marketing materials are so approved in writing by the Company and the Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor in the Offered Securities, and any comparables shall be removed from the template version in accordance with National Instrument 44-102 – Shelf Distributions (“NI 44-102”) prior to filing such on SEDAR (provided that if any such comparables are removed, the Company shall deliver a complete template version of any such marketing materials to the Commissions), and the Company shall provide a copy of such filed template version to the Underwriters, as soon as practicable following such filing; and (d) following the approvals set forth in these subsections 2.4 (a) to (c) enable ), the Underwriters may provide a limited-use version of such marketing materials to responsibly execute potential investors in the certificates Offered Securities in accordance with the Applicable Securities Laws. 2.5 The Company and each of the Underwriters, on a several basis, covenants and agrees not to provide any potential investor of the Offered Securities with any marketing materials except for marketing materials which have been approved as contemplated in section 2.4 and then only to potential investors in the Canadian Prospectuses required to be executed by the UnderwritersQualifying Jurisdictions. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectuses. 2.1 The Corporation represents, Company represents and warrants to the Underwriter that the Company has prepared and covenants to and filed the Canadian Preliminary Base Shelf Prospectus with the Underwriters Commissions and acknowledges has obtained Preliminary Receipt for the Canadian Preliminary Base Shelf Prospectus, which receipt also evidences that the Underwriters are relying thereon in connection Ontario Securities Commission has issued a receipt for the Canadian Preliminary Base Shelf Prospectus. 2.2 The Company represents and warrants to the Underwriter that the Company has prepared and filed the Canadian Final Base Shelf Prospectus with the purchase of Commissions and has obtained a Final Receipt for the Purchased SharesCanadian Final Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Canadian Final Base Shelf Prospectus. 2.3 The Company represents and warrants to the Underwriter that the Company has prepared and filed the Canadian Preliminary Prospectus with the Commissions; 2.4 The Company represents and warrants to the Underwriter that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation The Company meets the general eligibility requirements for the use of Form F-10; (c) S-3 under the Corporation U.S. Securities Act and has prepared and filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the SEC a registration statement (file number: 333-229516) on Form S-3, including the U.S. Base Prospectus, for the registration of the offering and sale of the Shelf Securities. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, has become effective pursuant to Rule 461 under the U.S. Securities Commissions; (d) the Corporation Act. The Company has filed with the SEC, pursuant to Rule 424(b), a preliminary prospectus supplement relating to the Purchased Shares and any Additional Common Shares, which has previously been furnished to the Underwriter. The Company will file with the SEC a final prospectus supplement relating to the Initial Registration Statement to register Purchased Shares and any Additional Common Shares in accordance with Rule 424(b) after the offer and sale of the Offered Shares under Applicable Time. As filed, such final prospectus supplement shall contain all information required by the U.S. Securities Act and the rules thereunder and, except to the extent the Underwriter shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriter prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and regulations of other changes (beyond that contained in the SEC thereunder, including the U.S. Base Prospectus and any U.S. Preliminary Prospectus;) as the Company has advised the Underwriter, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x) under the U.S. Securities Act. The initial Effective Date of the Registration Statement was not earlier than the date three years before the Applicable Time. (eb) On each Effective Date and at the Corporation has Applicable Time, the Registration Statement did, and when the U.S. Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date or the Over-Allotment Closing, the U.S. Final Prospectus (and any supplement thereto) will, comply in all material respects with the SEC an Appointment applicable requirements of Agent the U.S. Securities Act and, in relation to the documents incorporated by reference therein, the U.S. Exchange Act and the respective rules thereunder; on each Effective Date, at the Applicable Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and the Over-Allotment Closing Date, the U.S. Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the U.S. Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriter specifically for Service inclusion in the Registration Statement or the U.S. Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by any Underwriter consists of Process and Undertaking for the Corporation on Form F-X information described as such in conjunction section 11.1 hereof. 2.5 The Company covenants with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shallUnderwriter that it shall have, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm no later than 2:00 p.m. (Vancouver time) on December 4October 3, 2019 2019, prepared and on a basis acceptable filed the Canadian Final Prospectus with the Commissions, and will promptly fulfil and comply with, to the Underwriterssatisfaction of the Underwriter, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Applicable Securities Laws required to be fulfilled or complied with each of by the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain Company to enable the Purchased Shares and deliver any Additional Common Shares to be lawfully distributed to the Underwriters a Passport Receipt dated December 4, 2019, issued by public in the Principal Regulator evidencing that a receipt for Qualifying Provinces through the Canadian Amended Preliminary Prospectus has been issued Underwriter or deemed to be issued by any other investment dealers or brokers registered as such in the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 (or in any case by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and (j) the Corporation will obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the ExchangesProvinces. 2.2 2.6 The Corporation agrees to allow Company shall permit the Underwriters, prior to the filing of the Offering Documents, Underwriter to participate fully in the preparation of, and approve the form and content of, and review all documents incorporated by reference in, each such Final Prospectus, and any other Ancillary Documents used in connection with the Offering Documents and such other documents as may be required under Securities Laws to qualify shall have allowed the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters Underwriter to conduct all due diligence which the Underwriters may investigations that it reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ to fulfil their obligations as underwriters; and (c) enable Underwriter under the Underwriters Applicable Securities Laws. The Company shall furnish to responsibly execute the certificates Underwriter all the information relating to the Company and its business and affairs as is required in connection with the Canadian Prospectuses required to be executed by the UnderwritersOffering. 2.3 After 2.7 The Company and the date Underwriter, on a several basis, covenants and agrees not to provide any potential investor of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take Purchased Shares or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Additional Common Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectedmarketing materials.

Filing of Prospectuses. 2.1 The Corporation represents, Company represents and warrants to the Underwriters that the Company has prepared and covenants to and filed the Canadian Base Prospectus with the Underwriters Commissions and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file has obtained a short form prospectus in each of Final Receipt for the Canadian Qualifying Jurisdictions and Base Prospectus, which receipt also evidences that the British Columbia Securities Commission is the principal regulator has issued a receipt for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses;Base Prospectus. (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus 2.2 The Company covenants with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunderUnderwriters that it shall have, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm no later than 2:00 p.m. (Vancouver time) on December 49, 2019 2022, prepared and on a basis acceptable filed the Canadian Prospectus Supplement with the Commissions, and will promptly fulfil and comply with, to the Underwriterssatisfaction of the Lead Underwriter, acting reasonably, prepare and file Applicable Securities Laws required to be fulfilled or complied with by the Company to enable the Offered Securities to be lawfully distributed to the public in the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to Qualifying Jurisdictions through the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions any other investment dealers or brokers registered as such in each of the Canadian Qualifying Jurisdictions;. (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 (or in any case by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to 2.3 The Company shall permit the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and (j) the Corporation will obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, and review all documents incorporated by reference in, any such Prospectuses (including marketing materials), and any other Ancillary Documents used in connection with the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow shall have allowed the Underwriters to conduct all due diligence which the Underwriters may investigations that they reasonably require in order toto fulfil their obligations as Underwriters under the Applicable Securities Laws. The Company shall furnish to the Underwriters all the information relating to the Company and its business and affairs as is required in connection with the Offering. 2.4 During the Distribution of the Offered Securities: (a) confirm the Public Record is accurate Company shall prepare, in consultation with the Lead Underwriter, and current approve in all material respectswriting, prior to such time any marketing materials that are provided to potential investors of the Offered Securities, a template version of any marketing materials reasonably requested to be provided by the Underwriters to any such potential investor, such marketing materials to comply with Applicable Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably; (b) fulfill the Lead Underwriter shall, on behalf of the Underwriters’ obligations , approve a template version of any such marketing materials in writing prior to such time such marketing materials are provided to potential investors in the Offered Securities; (c) the Company shall file a template version of the English version of any such marketing materials on SEDAR as underwriterssoon as reasonably practical after such marketing materials are so approved in writing by the Company and the Lead Underwriter, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor in the Offered Securities, and any comparables shall be removed from the template version in accordance with National Instrument 44-102 – Shelf Distributions (“NI 44-102”) prior to filing such on SEDAR (provided that if any such comparables are removed, the Company shall deliver a complete template version of any such marketing materials to the Commissions), and the Company shall provide a copy of such filed template version to the Underwriters, as soon as practicable following such filing; and (d) following the approvals set forth in these subsections 2.5 (a) to (c) enable ), the Underwriters may provide a limited-use version of such marketing materials to responsibly execute potential investors in the certificates Offered Securities in accordance with the Applicable Securities Laws. 2.5 The Company and each of the Underwriters, on a several basis, covenants and agrees not to provide any potential investor of the Offered Securities with any marketing materials except for marketing materials which have been approved as contemplated in section 2.5 and then only to potential investors in the Canadian Prospectuses required to be executed by the UnderwritersQualifying Jurisdictions. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectuses. 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions Provinces and Territories and the British Columbia Alberta Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the initial filing of the Initial Registration Statement (the “"Form F-X”"); (f) the Corporation shall, under the Canadian Securities Laws:, (i) as promptly soon as practicable after the execution of this Agreement and in any event by 2:30 pm 3:00 p.m. (Vancouver Calgary time) on December 4February 18, 2019 2015 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly soon as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4, 2019Receipt, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying JurisdictionsProvinces and Territories; (g) the Corporation shall, as promptly soon as practicable possible after the execution of this Agreement and in any event no later than 5:30 pm 3:00 p.m. (Vancouver Calgary time) on December 4February 18, 2019 2015 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system the Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, under the Canadian Securities Laws, as promptly soon as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm 5:00 p.m. (Vancouver Calgary time) on December 11February 25, 2019 2015 (or in any case case, by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionProvince and Territory; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 5:00 p.m. (Vancouver Calgary time) on December 11February 25, 2019 2015 (or in any case, by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, the Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; and (j) the Corporation will use its reasonable best efforts to obtain the conditional listing of the Offered Shares on the TSX Toronto Stock Exchange by the Closing Time, subject to the satisfaction by the Corporation of the customary conditions as specified by the TSX, and approval for listing of the Offered Shares on the NYSE American New York Stock Exchange by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchangessuch exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States, in each case, acting reasonably, reasonably and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ ' obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, may be from time to time, be time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. 2.4 During the Distribution of the Purchased Shares: (a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion; (b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Shares; (c) the Corporation shall file a template version of the English version of any such marketing materials on SEDAR on or before the day the marketing materials are first provided to any potential investor in Purchased Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as soon as practicable following such filing. The French language version of any such marketing materials shall be filed on SEDAR prior to or concurrently with the filing of the Canadian Final Prospectus as contemplated herein and a copy thereof shall be delivered to the Underwriters as soon as practicable following such filing; and (d) following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(3) of NI 44-101 to potential investors in Purchased Shares in accordance with Securities Laws. 2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Schedule E hereto. 2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors in the Provinces and Territories. Article

Filing of Prospectuses. 2.1 Section 2.01. The Corporation represents, warrants and covenants to and with the Underwriters and the Selling Shareholders and acknowledges that the Underwriters and the Selling Shareholders are relying thereon in connection with the purchase and sale of the Purchased Offered Shares, that: (a) the Corporation is eligible eligible, in accordance with the provisions of NI 44-101 and NI 44-102, to file a short form prospectus and a shelf prospectus, respectively, in each of the Canadian Qualifying Jurisdictions Provinces and Territories, and the British Columbia Alberta Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian ProspectusesProspectus; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, under and as required by, by Canadian Securities Laws, Laws the Canadian Preliminary Final Base Shelf Prospectus with the Securities Commissions pursuant to the Passport System and obtained a Passport Receipt therefor evidencing that final receipts of the Securities Commissions in each of the Provinces and Territories have been issued, a copy of which has been provided to the Underwriters; (d) no order suspending the distribution of the Offered Shares has been issued by any of the Securities Commissions and no proceeding for that purpose has been initiated or, to the knowledge of the Corporation, threatened by any of the Securities Commissions; (de) the Corporation has filed with the SEC a registration statement on Form F-10 (File No. 333-190229) covering the Initial Registration Statement to register the offer and sale registration of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Final Base Shelf Prospectus; (ef) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the initial filing of the Initial Registration Statement registration statement on Form F-10 referred to in Section 2.1(e) (the “Form F-X”); (fg) the Corporation shall, under the Canadian Securities Laws: (i) , as promptly soon as practicable after the execution of this Agreement possible and in any event by 2:30 pm 5:00 p.m. (Vancouver New York time) on December 4October 28, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 (or in any case by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 2013 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the UnderwritersUnderwriters and the Selling Shareholders, acting reasonablyprepare and file the Canadian Prospectus and all such other documents as are required under Canadian Securities Laws with each of the Securities Commissions in order to enable the Offered Shares 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 under Canadian Securities Laws; (h) the Corporation shall, immediately after the filing of the Canadian Prospectus but no later than 5:00 p.m. (New York time) on October 28, 2013 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in their sole discretion) and on a basis acceptable to the Underwriters and the Selling Shareholders, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 system the U.S. Prospectus and otherwise fulfill all legal requirements to enable the Offered Shares to be offered and sold to the Registration Statement, including public in the U.S. Final Prospectus, which Amendment No. 2 United States; (i) on the date of and upon filing of the Canadian Prospectus there will be no documents required to the Registration Statement will become effective be filed under the U.S. Canadian Securities Act upon filing thereof pursuant to Rule 467(a) under Laws in connection with the US. Securities Actdistribution of the Offered Shares that will not have been filed as required; and (j) the Corporation will obtain the conditional listing Offered Shares are listed, and as of the Offered Shares Closing Time will be listed, on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, Toronto Stock Exchange and the Corporation will promptly satisfy all such conditions to listing of both the ExchangesNew York Stock Exchange. 2.2 Section 2.02. The Corporation agrees to allow the UnderwritersUnderwriters and the Selling Shareholders, prior to the filing of any Offering Documents filed or required to be filed following the Offering Documentsexecution of this Agreement, to participate fully in the preparation of, and approve the form and content of, the such Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution distribution of the Offered Shares in the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States, in each case, acting reasonably, and to allow the Underwriters and the Selling Shareholders to conduct all due diligence which the Underwriters and the Selling Shareholders, as applicable, may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) with respect to the Underwriters, fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters or their Canadian affiliates and, if required under Canadian Securities Laws, the Selling Shareholders to responsibly execute the certificates in the Canadian Prospectuses Prospectus required to be executed by the UnderwritersUnderwriters or their Canadian affiliates and, if required, the Selling Shareholders. 2.3 Section 2.03. After the date filing of the Final Prospectuses and until the conclusion of the Distribution distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, may be from time to time, be time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. Section 2.04. During the distribution of the Offered Shares: (a) the Corporation shall prepare, in consultation with the Designated Underwriter, and approve in writing, prior to such time any Marketing Materials are provided to potential purchasers in Canada of Offered Shares, a template version of any Marketing Materials reasonably requested to be provided by the Underwriters to any such potential purchaser in Canada, such Marketing Materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably; (b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such Marketing Materials in writing prior to the time such Marketing Materials are first provided to any potential purchaser in Canada of Offered Shares; (c) the Corporation shall file a template version of the English version of any such Marketing Materials on SEDAR as soon as reasonably practical after such Marketing Materials are so approved in writing by the Corporation and the Designated Underwriter and in any event on or before the date the Marketing Materials are first provided to any potential purchaser in Canada of Offered Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such Marketing Materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as soon as practicable following such filing. The French language version of any such Marketing Materials shall be filed on SEDAR prior to or concurrently with the filing of the Canadian Prospectus as contemplated herein and a copy thereof shall be delivered to the Underwriters as soon as practicable following such filing; (d) following the approvals and filings set forth in Section 2.04(a) to Section 2.04(c) above, the Underwriters may provide a limited use version (as defined in NI 41-101) of such Marketing Materials to potential purchasers in Canada of Offered Shares in accordance with Canadian Securities Laws; and (e) the Corporation shall prepare and file on SEDAR with the Securities Commissions a revised template version of any Marketing Materials provided to potential purchasers of the Offered Shares where required under Canadian Securities Laws. The Corporation, each Selling Shareholder and each Underwriter, on a several basis, covenants and agrees not to provide any potential purchaser in Canada of Offered Shares with any Marketing Materials except for Marketing Materials which have been approved as contemplated in this Section 2.04.

Filing of Prospectuses. 2.1 The Corporation represents, Company represents and warrants to the Underwriters that the Company has prepared and covenants to and filed the Canadian Preliminary Base Shelf Prospectus with the Underwriters Commissions and acknowledges has obtained the Canadian Preliminary Receipt for the Canadian Preliminary Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Canadian Preliminary Base Shelf Prospectus. 2.2 The Company represents and warrants to the Underwriters are relying thereon in connection that the Company has prepared and filed the Canadian Final Base Shelf Prospectus with the purchase of Commissions and has obtained a Canadian Final Receipt for the Purchased SharesCanadian Final Base Shelf Prospectus, which receipt also evidences that the Ontario Securities Commission has issued a receipt for the Canadian Final Base Shelf Prospectus. 2.3 The Company represents and warrants to the Underwriters that the Company has prepared and filed the Canadian Preliminary Prospectus with the Commissions. 2.4 The Company represents and warrants to the Underwriters that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation The Company meets the general eligibility requirements for the use of Form F-10; (c) F-3 under the Corporation U.S. Securities Act and has prepared and filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the SEC a registration statement (File Number: 333-265581) on Form F-3, including the U.S. Base Prospectus, for the registration of the offering and sale of the Shelf Securities. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, has become effective pursuant to Rule 461 under the U.S. Securities Commissions; (d) the Corporation Act. The Company has filed with the SEC the Initial Registration Statement SEC, pursuant to register the offer and sale of Rule 424(b), a U.S. Preliminary Prospectus relating to the Offered Shares under Units, which has previously been furnished to the Underwriters. The Company will file with the SEC a U.S. Final Prospectus relating to the Offered Units in accordance with Rule 424(b) after the Applicable Time. As filed, such U.S. Final Prospectus shall contain all information required by the U.S. Securities Act and the rules thereunder and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and regulations of other changes (beyond that contained in the SEC thereunder, including the U.S. Base Prospectus and any U.S. Preliminary Prospectus; (e) as the Corporation Company has advised the Underwriters, prior to the Applicable Time, will be included or made therein. The Company will file with the SEC any Issuer Free Writing Prospectus to the extent required by Rule 433 under the U.S. Securities Act. The Company will retain copies of each Issuer Free Writing Prospectus that is not filed with the SEC an Appointment in accordance with Rule 433 under the U.S. Securities Act. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x) under the U.S. Securities Act. The initial Effective Date of Agent for Service of Process the Registration Statement was not earlier than the date three years before the Applicable Time. (b) On each Effective Date and Undertaking for at the Corporation Applicable Time, the Registration Statement did, and when the U.S. Final Prospectus is first filed in accordance with Rule 424(b) and on Form Fthe Closing Date or the Over-X Allotment Closing Date, the U.S. Final Prospectus (and any supplement thereto) will, comply in conjunction all material respects with the filing applicable requirements of the Initial U.S. Securities Act and, in relation to the documents incorporated by reference therein, the U.S. Exchange Act and the respective rules thereunder; on each Effective Date, at the Applicable Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and the Over-Allotment Closing Date, the U.S. Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the “Form F-X”); statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the U.S. Final Prospectus (for any supplement thereto) the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Underwriters specifically for inclusion in the Registration Statement or the U.S. Final Prospectus (or any event supplement thereto), it being understood and agreed that the only such information furnished by 2:30 pm any Underwriters consists of the information described as such in section 12.1 hereof. 2.5 The Company covenants with the Underwriters that it shall have, by no later than 2:00 p.m. (Vancouver time) on December 4May 28, 2019 2024, prepared and on a basis acceptable filed the Canadian Final Prospectus with the Commissions, and will promptly fulfil and comply with, to the satisfaction of the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Applicable Securities Laws required to be fulfilled or complied with each of by the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver Company to enable the Offered Units to be lawfully distributed to the Underwriters a Passport Receipt dated December 4, 2019, issued by public in the Principal Regulator evidencing that a receipt for the Qualifying Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm (Vancouver time) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver time) on December 11, 2019 (or in any case by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to Jurisdictions through the Underwriters a Passport Receipt issued by or any other investment dealers or brokers registered as such in the Principal Regulator evidencing that a receipt for the Qualifying Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and (j) the Corporation will obtain the conditional listing of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the ExchangesJurisdictions. 2.2 2.6 The Corporation agrees to allow Company shall permit the Underwriters, prior to the filing of the Offering Documents, Underwriters to participate fully in the preparation of, and approve the form and content of, and review all documents incorporated by reference in, each such Final Prospectus, any Issuer Free Writing Prospectus, and any other Ancillary Documents used in connection with the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow shall have allowed the Underwriters to conduct all due diligence which the Underwriters may investigations that they reasonably require in order to:to fulfil their obligations as Underwriters under the Applicable Securities Laws. The Company shall furnish to the Underwriters all the information relating to the Company and its business and affairs as is required in connection with the Offering. (a) confirm the Public Record is accurate 2.7 The Company and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters , on a several basis, covenants and agrees not to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution provide any potential investor of the Offered Shares, Units with any marketing materials other than the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjectedPricing Term Sheet.

Filing of Prospectuses. Section 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Ontario Securities Commission is the principal regulator Principal Regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets shall, under the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm 5:00 p.m. (Vancouver Toronto time) on December 4September 19, 2019 2018 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) , as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying JurisdictionsProspectus; (gc) the Corporation shall, under the Securities Laws, as promptly as practicable after any comments of the execution Securities Commissions in respect of this Agreement the Preliminary Prospectus have been satisfied and in any event no later than 5:30 pm (Vancouver timeprovided that such comments have been satisfied) on December 4, 2019 and on a basis acceptable to the Underwriters, acting reasonably, prepare the Final Prospectus under and as required by Securities Laws and shall use its reasonable commercial efforts to file the Final Prospectus with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments each of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and by 5:00 p.m. (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm (Vancouver Toronto time) on December 11September 26, 2019 2018 (or in any case by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, discretion acting reasonably) and, prepare and file as soon as reasonably practicable after filing the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and Prospectus, obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm (Vancouver time) on December 11, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter in its sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. Securities Act; and (jd) the Corporation will shall use all reasonable commercial efforts to obtain the conditional listing of the Offered Shares on the TSX CSE by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, Time and the Corporation will promptly satisfy all such conditions to listing of both the ExchangesCSE. Section 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Canadian Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United StatesJurisdictions, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Disclosure Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. Section 2.3 After the date of the Final Prospectuses Prospectus and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Jurisdictions. Section 2.4 During the Distribution of the Purchased Shares: (a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Lead Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with (b) the Lead Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the United States; providedtime such marketing materials are provided to potential investors of Purchased Shares; (c) the Corporation shall file a template version of any such marketing materials on SEDAR on or before the day the marketing materials are first provided to any potential investor of Purchased Shares, however, and any comparables may be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that with respect to state securities law qualifications in the United Statesif any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as promptly as practicable following such filing; and (d) following the approvals set forth in Sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(3) of NI 44-101 to potential investors of Purchased Shares in accordance with Canadian Securities Laws. Section 2.5 The Corporation and the Lead Underwriter, on behalf of the Underwriters, approve the standard term sheet attached as Schedule B hereto. Section 2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not be obligated to file Provide any general consent potential investor of Purchased Shares with any marketing materials except for (i) marketing materials or any limited-use versions thereof which have been approved and filed as contemplated in Section 2.4, (ii) the Prospectuses; and (iii) any standard term sheets approved in writing by the Corporation and the Lead Underwriter, and then only to service potential investors of process or to qualify as a foreign corporation or as a dealer Purchased Shares in securities the Qualifying Jurisdictions, the United States and such other jurisdictions outside of Canada and the United States in any jurisdiction compliance with applicable local laws 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 subjectedsuch jurisdictions.

Filing of Prospectuses. 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions Provinces and Territories and the British Columbia Alberta Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, under and as required by, by Canadian Securities Laws, Laws the Canadian Preliminary Prospectus with the Securities CommissionsCommissions and obtained a Passport Receipt therefor, a copy of which has been provided to the Underwriters; (d) the Corporation has filed with the SEC a registration statement on Form F-10 (File No. 333- 156972) covering the Initial Registration Statement to register the offer and sale registration of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the initial filing of the Initial Registration Statement registration statement on Form F-10 referred to in section 2.1(d) (the “Form F-X”); (f) the Corporation shall, under the Canadian Securities Laws:, (i) as promptly soon as practicable possible after the execution of this Agreement and in any event by 2:30 pm 8:00 a.m. (Vancouver Calgary time) on December 4, 2019 the business day following the date hereof and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly soon as practicable thereafterpossible thereafter and in any event by 10:00 a.m. (Calgary time) on the business day following the date hereof, obtain and deliver to the Underwriters a Passport Receipt Receipt, dated December 4, 2019the date of filing, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying JurisdictionsProvinces and Territories; (g) the Corporation shall, as promptly soon as practicable possible after the execution of this Agreement and in any event no later than 5:30 pm 8:00 a.m. (Vancouver Calgary time) on December 4, 2019 the business day following the date hereof and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 an amendment to the Registration Statementregistration statement on Form F-10 referred to in section 2.1(d), including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after under the Canadian Securities Laws, (i) as soon as possible after any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm 4:30 p.m. (Vancouver Calgary time) on December 11February 4, 2019 2009 (or in any case case, by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions Commissions; and (ii) as soon as possible and in any event by 5:00 p.m. (Calgary time) on February 4, 2009 obtain and deliver to the Underwriters a Passport Receipt Receipt, dated the date of filing, issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionProvince and Territory; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 4:30 p.m. (Vancouver Calgary time) on December 11February 4, 2019 2009 (or in any case, by such later date or dates as may be determined by the Co-Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 a further amendment to the Registration Statementregistration statement referred to in section 2.1(d), including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will shall become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; (j) on the date of and upon filing of the Canadian Final Prospectus there will be no documents required to be filed under the Canadian Securities Laws in connection with the distribution of the Offered Shares that will not have been filed as required; and (jk) the Corporation will use its best efforts to obtain the conditional listing of the Offered Shares on the TSX Toronto Stock Exchange by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, Time and approval for listing of the Offered Shares on the NYSE American New York Stock Exchange by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchangessuch exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution distribution of the Offered Shares in the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, may be from time to time, be time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Provinces and Territories and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectuses. Section 2.1 The Corporation Company represents, warrants and covenants to and with the Underwriters and the Selling Shareholder and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation Company is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions Provinces and that the British Columbia Securities Commission Authorité des marchés financiers is the principal regulator for the Corporation Company under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation Company meets the general eligibility requirements for the use of Form F-10; (c) the Corporation Company has filed underfiled, and as required by, by Canadian Securities Laws, the Canadian Preliminary Prospectus with each of the Securities CommissionsCommissions and obtained a Passport Receipt therefor, a copy of which has been provided to the Underwriters; (d) the Corporation Company has filed with the SEC a registration statement on Form F-10 (File No. 333-232320) covering the Initial Registration Statement to register the offer and sale registration of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation Company has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation Company on Form F-X in conjunction with the initial filing of the Initial Registration Statement registration statement on Form F-10 referred to in Section 2.1(d) (the “Form F-X”); (f) the Corporation Company shall, under Canadian Securities Laws:, (i) as promptly soon as practicable possible after the execution of this Agreement and in any event by 2:30 pm noon (Vancouver Toronto time) on December 4, 2019 the business day following the date hereof and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly soon as practicable thereafterpossible thereafter and in any event by 5:00 p.m. (Toronto time) on the business day following the date hereof, obtain and deliver to the Underwriters a Passport Receipt Receipt, dated December 4, 2019the date of filing, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying JurisdictionsProvinces; (g) the Corporation Company shall, as promptly soon as practicable possible after the execution of this Agreement and in any event no later than 5:30 pm noon (Vancouver Toronto time) on December 4, 2019 the business day following the date hereof and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 an amendment to the Registration Statementregistration statement on Form F-10 referred to in Section 2.1(d), including the U.S. Amended Preliminary Prospectus; (h) the Corporation Company shall, under Canadian Securities Laws, (i) as promptly soon as practicable possible after (iA) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (iiB) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm 4:30 p.m. (Vancouver Toronto time) on December 11July 5, 2019 (or in any case case, by such later date or dates as may be determined by the Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions Commissions; and (ii) as soon as possible and in any event by 5:00 p.m. (Toronto time) on July 5, 2019 obtain and deliver to the Underwriters a Passport Receipt Receipt, dated the date of filing, issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionProvince; (i) the Corporation Company shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 4:30 p.m. (Vancouver Toronto time) on December 11July 5, 2019 (or in any case, by such later date or dates as may be determined by the Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional multijurisdictional disclosure system, Amendment No. 2 a further amendment to the Registration Statementregistration statement referred to in Section 2.1(d), including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will shall become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; (j) on the date of and upon filing of the Canadian Final Prospectus there will be no documents required to be filed under Canadian Securities Laws in connection with the distribution of the Offered Shares that will not have been filed as required; and (jk) the Corporation will obtain the conditional listing of the Offered Shares are listed, and as of the Closing Time will be listed, on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the ExchangesNYSE. Section 2.2 The Corporation Company agrees to allow the UnderwritersUnderwriters and the Selling Shareholder, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution distribution of the Offered Shares in the Canadian Qualifying Jurisdictions Provinces and in the United States, in each case, acting reasonably, and to allow the Underwriters and the Selling Shareholder to conduct all due diligence which the Underwriters and the Selling Shareholder may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) with respect to the Underwriters, fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters and, if required under Canadian Securities Laws, the Selling Shareholder to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the UnderwritersUnderwriters and, if required, the Selling Shareholder. Section 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution distribution of the Offered Shares, the Corporation Company shall take or cause to be taken all steps as may, may be from time to time, be time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Provinces and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectuses. Section 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Ontario Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shall, under the Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm 5:00 p.m. (Vancouver Toronto time) on December 4March 22, 2019 2018 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4, 2019, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying JurisdictionsProspectus; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm 5:00 p.m. (Vancouver Toronto time) on December 4March 22, 2019 2018 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system the Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, under the Canadian Securities Laws, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and in any event (ii) any provided that such comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied) and on a basis acceptable to the Underwriters, acting reasonably, prepare the Canadian Final Prospectus under and in any event as required by 2:30 pm Canadian Securities Laws and shall use its reasonable commercial efforts to file the Canadian Final Prospectus with each of the Securities Commissions by 5:00 p.m. (Vancouver Toronto time) on December 11March 29, 2019 2018 (or in any case by such later date or dates as may be determined by the Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwritersand, acting reasonably, prepare and file as soon as reasonably practicable after filing the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and Prospectus, obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionProspectus; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 5:00 p.m. (Vancouver Toronto time) on December 11, 2019 the day on which the Canadian Final Prospectus is filed (or in any case, by such later date or dates as may be determined by the Lead Underwriter Underwriters in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, the Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; and (j) the Corporation will shall use all reasonable commercial efforts to obtain the conditional listing of the Offered Shares on the TSX TSXV by the Closing Time, subject to the satisfaction by the Corporation of the customary conditions as specified by the TSX, TSXV and approval for listing of the Offered Shares on the NYSE American NASDAQ by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchangessuch exchanges. Section 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions Jurisdictions, and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Disclosure Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. Section 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Jurisdictions, and the offer and sale of the Offered Shares in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectuses. 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Ontario Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities Commissions; (d) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (f) the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm 5:00 p.m. (Vancouver Toronto time) on December 4January 26, 2019 2017 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4January 26, 20192017, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (g) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm 5:00 p.m. (Vancouver Toronto time) on December 4January 26, 2019 2017 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 to the Registration Statement, including the U.S. Amended Preliminary Prospectus; (h) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm 5:00 p.m. (Vancouver Toronto time) on December 11February 2, 2019 2017 (or in any case by such later date or dates as may be determined by the Lead Underwriter Bookrunners in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (i) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 5:00 p.m. (Vancouver Toronto time) on December 11February 2, 2019 2017 (or in any case, by such later date or dates as may be determined by the Lead Underwriter Bookrunners in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; and (j) the Corporation will use all reasonable commercial efforts to obtain the conditional listing of the Offered Shares on the TSX Toronto Stock Exchange by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSXToronto Stock Exchange, and approval for listing of the Offered Shares on the NYSE American New York Stock Exchange by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchangessuch exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected. 2.4 During the Distribution of the Purchased Shares: (a) the Corporation shall approve in writing the template version of any marketing materials prepared by the Designated Underwriter and proposed to be provided by the Underwriters to any potential investor of Purchased Shares, any such marketing materials to comply with Canadian Securities Laws and U.S. Securities Laws and to be acceptable in form and substance to the Corporation, in its sole discretion; (b) the Designated Underwriter shall, on behalf of the Underwriters, approve a template version of any such marketing materials in writing prior to the time such marketing materials are provided to potential investors of Purchased Shares; (c) the Corporation shall file the template version of any such marketing materials on SEDAR on or before the day the marketing materials are first provided to any potential investor of Purchased Shares, and any comparables shall be removed from the template version in accordance with NI 44-101 prior to filing such on SEDAR (provided that if any such comparables are removed, the Corporation shall deliver a complete template version of any such marketing materials to the Securities Commissions), and the Corporation shall provide a copy of such filed template version to the Underwriters as promptly as practicable following such filing; and (d) following the approvals set forth in sections 2.4(a) to (c), the Underwriters may provide a limited-use version of such marketing materials that complies with Section 7.6(2) of NI 44-101 to potential investors of Purchased Shares in accordance with Securities Laws. 2.5 The Corporation and the Designated Underwriter, on behalf of the Underwriters, approve the marketing materials attached as Schedule E hereto. 2.6 The Corporation and each Underwriter, on a several basis, covenants and agrees not to provide any potential investor of Purchased Shares with any marketing materials except for marketing materials or any limited-use versions thereof which have been approved as contemplated in section 2.4, and then only to potential investors of Purchased Shares in the Canadian Qualifying Jurisdictions, the United States and other jurisdictions outside of Canada and the United States in compliance with applicable local laws in such jurisdictions.

Filing of Prospectuses. Section 2.1 The Corporation Company represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation Company is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions Provinces and that the British Columbia Securities Commission Authorité des marchés financiers is the principal regulator for the Corporation Company under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation Company meets the general eligibility requirements for the use of Form F-10; (c) the Corporation Company has filed underfiled, and as required by, by Canadian Securities Laws, the Canadian Preliminary Prospectus with each of the Securities CommissionsCommissions and obtained a Passport Receipt therefor, a copy of which has been provided to the Underwriters; (d) the Corporation Company has filed with the SEC a registration statement on Form F-10 (File No. 333-263656) covering the Initial Registration Statement to register the offer and sale registration of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (e) the Corporation Company has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation Company on Form F-X in conjunction with the initial filing of the Initial Registration Statement registration statement on Form F-10 referred to in Section 2.1(d) (the “Form F-X”); (f) the Corporation Company shall, under Canadian Securities Laws:, (i) as promptly soon as practicable possible after the execution of this Agreement and in any event by 2:30 pm 12:00 p.m. (Vancouver Toronto time) on December 4, 2019 the date hereof and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly soon as practicable thereafterpossible thereafter and in any event by 5:00 p.m. (Toronto time) on the date hereof, obtain and deliver to the Underwriters a Passport Receipt Receipt, dated December 4, 2019the date of filing, issued by the Principal Regulator evidencing that a receipt for the Canadian Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying JurisdictionsProvinces; (g) the Corporation Company shall, as promptly soon as practicable possible after the execution of this Agreement and in any event no later than 5:30 pm noon (Vancouver Toronto time) on December 4, 2019 the business day following the date hereof and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 an amendment to the Registration Statementregistration statement on Form F-10 referred to in Section 2.1(d), including the U.S. Amended Preliminary Prospectus; (h) the Corporation Company shall, as promptly as practicable after under Canadian Securities Laws, use its best efforts (i) as soon as possible after any comments of the Securities Commissions in respect of the Canadian Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm 12:00 p.m. (Vancouver Toronto time) on December 11March 25, 2019 2022 (or in any case by such later date or dates and time as may be determined by agreed between the Company and the Lead Underwriter in its sole discretionUnderwriters) and on a basis acceptable to the Underwriters, acting reasonably, to prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions Commissions; and (ii) as soon as possible and in any event by 5:00 p.m. (Toronto time) on March 25, 2022 (or such later date and time as may be agreed between the Company and the Lead Underwriters) to obtain and deliver to the Underwriters a Passport Receipt Receipt, dated the date of filing, issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying JurisdictionProvince; (i) the Corporation Company shall, use its best efforts, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 12:00 p.m. (Vancouver Toronto time) on December 11March 25, 2019 2022 (or in any case, by such later date or dates and time as may be determined by agreed between the Company and the Lead Underwriter in its sole discretionUnderwriters) and on a basis acceptable to the Underwriters, acting reasonably, to prepare and file with the SEC pursuant to the multi-jurisdictional multijurisdictional disclosure system, Amendment No. 2 a further amendment to the Registration Statementregistration statement referred to in Section 2.1(d), including the U.S. Final Prospectus, which Amendment No. 2 to the Registration Statement will shall become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; and (j) on the Corporation date of and upon filing of the Canadian Final Prospectus there will obtain be no documents required to be filed under Canadian Securities Laws in connection with the conditional listing distribution of the Offered Shares on the TSX by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSX, and approval for listing of the Offered Shares on the NYSE American by the Closing Time, subject only to the official notice of issuance, and the Corporation that will promptly satisfy all such conditions to listing of both the Exchangesnot have been filed as required. Section 2.2 The Corporation Company agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under the Securities Laws to qualify the Distribution distribution of the Offered Shares in the Canadian Qualifying Jurisdictions Provinces and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) with respect to the Underwriters, fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. Section 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution distribution of the Offered Shares, the Corporation Company shall take or cause to be taken all steps as may, may be from time to time, be time necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions Provinces and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

Filing of Prospectuses. 2.1 The Corporation represents, warrants and covenants to and with the Underwriters and acknowledges that the Underwriters are relying thereon in connection with the purchase of the Purchased Shares, that: (a) the Corporation is eligible in accordance with the provisions of NI 44-101 to file a short form prospectus in each of the Canadian Qualifying Jurisdictions and the British Columbia Ontario Securities Commission is the principal regulator for the Corporation under the Passport System for purposes of the filing of the Canadian Prospectuses; (b) the Corporation meets the general eligibility requirements for the use of Form F-10; (c) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Preliminary Prospectus with the Securities CommissionsCommissions (other than in Québec); (d) the Corporation has filed under, and as required by, Canadian Securities Laws, the Canadian Amended Preliminary Prospectus with the Securities Commissions (other than in Québec); (e) the Corporation has filed with the SEC the Initial Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Preliminary Prospectus; (ef) the Corporation has filed with the SEC Amendment No. 1 to the Registration Statement to register the offer and sale of the Offered Shares under the U.S. Securities Act and the rules and regulations of the SEC thereunder, including the U.S. Amended Preliminary Prospectus; (g) the Corporation has filed with the SEC an Appointment of Agent for Service of Process and Undertaking for the Corporation on Form F-X in conjunction with the filing of the Initial Registration Statement (the “Form F-X”); (fh) the Corporation shall, under Canadian Securities Laws: (i) as promptly as practicable after the execution of this Agreement and in any event by 2:30 pm 5:00 p.m. (Vancouver Toronto time) on December 4January 31, 2019 2017 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Second Amended Preliminary Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions; and (ii) as promptly as practicable thereafter, obtain and deliver to the Underwriters a Passport Receipt dated December 4no later than February 1, 2019, 2017 issued by the Principal Regulator evidencing that a receipt for the Canadian Second Amended Preliminary Prospectus has been issued or deemed to be issued by the Securities Commissions in each of the Canadian Qualifying Jurisdictions; (gi) the Corporation shall, as promptly as practicable after the execution of this Agreement and in any event no later than 5:30 pm 5:00 p.m. (Vancouver Toronto time) on December 4January 31, 2019 2017 and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multijurisdictional disclosure system Amendment No. 1 2 to the Registration Statement, including the U.S. Second Amended Preliminary Prospectus; (hj) the Corporation shall, as promptly as practicable after (i) any comments of the Securities Commissions in respect of the Canadian Second Amended Preliminary Prospectus have been satisfied and (ii) any comments of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in respect of the U.S. Second Amended Preliminary Prospectus have been satisfied, and in any event by 2:30 pm 5:00 p.m. (Vancouver Toronto time) on December 11February 2, 2019 2017 (or in any case by such later date or dates as may be determined by the Lead Underwriter Bookrunners in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file the Canadian Final Prospectus under and as required by Canadian Securities Laws with each of the Securities Commissions and obtain and deliver to the Underwriters a Passport Receipt issued by the Principal Regulator evidencing that a receipt for the Canadian Final Prospectus has been issued or deemed to be issued by the Securities Commissions in each Canadian Qualifying Jurisdiction; (ik) the Corporation shall, immediately after the filing of the Canadian Final Prospectus but no later than 5:30 pm 5:00 p.m. (Vancouver Toronto time) on December 11February 2, 2019 2017 (or in any case, by such later date or dates as may be determined by the Lead Underwriter Bookrunners in its their sole discretion) and on a basis acceptable to the Underwriters, acting reasonably, prepare and file with the SEC pursuant to the multi-jurisdictional disclosure system, Amendment No. 2 3 to the Registration Statement, including the U.S. Final Prospectus, which Amendment No. 2 3 to the Registration Statement will become effective under the U.S. Securities Act upon filing thereof pursuant to Rule 467(a) under the US. U.S. Securities Act; and (jl) the Corporation will use all reasonable commercial efforts to obtain the conditional listing of the Offered Shares on the TSX Toronto Stock Exchange by the Closing Time, subject to the satisfaction by the Corporation of customary conditions specified by the TSXToronto Stock Exchange, and approval for listing of the Offered Shares on the NYSE American New York Stock Exchange by the Closing Time, subject only to the official notice of issuance, and the Corporation will promptly satisfy all such conditions to listing of both the Exchangessuch exchanges. 2.2 The Corporation agrees to allow the Underwriters, prior to the filing of the Offering Documents, to participate fully in the preparation of, and approve the form and content of, the Offering Documents and such other documents as may be required under Securities Laws to qualify the Distribution of the Offered Shares in the Canadian Qualifying Jurisdictions and in the United States, in each case, acting reasonably, and to allow the Underwriters to conduct all due diligence which the Underwriters may reasonably require in order to: (a) confirm the Public Record is accurate and current in all material respects; (b) fulfill the Underwriters’ obligations as underwriters; and (c) enable the Underwriters to responsibly execute the certificates in the Canadian Prospectuses required to be executed by the Underwriters. 2.3 After the date of the Final Prospectuses and until the conclusion of the Distribution of the Offered Shares, the Corporation shall take or cause to be taken all steps as may, from time to time, be necessary to maintain the qualification of, or if the qualification shall cease for any reason to requalify, the Distribution of the Offered Shares in each of the Canadian Qualifying Jurisdictions and in the United States; provided, however, that with respect to state securities law qualifications in the United States, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.