Common use of Marketing Materials Clause in Contracts

Marketing Materials. (a) During the distribution of the Offered Shares: (i) the Corporation and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.

Marketing Materials. (a1) During the distribution of the Offered SharesUnits: (ia) the Corporation Company shall prepare, in consultation with the Lead Agent, any marketing materials (including any template version thereof) to be provided to potential investors of the Purchased Units, and approve in writing (including by e-mail) any such marketing materials (including any template version thereof), as may reasonably be requested by the Lead Underwriter, such marketing materials to comply with Applicable Securities Laws and to be acceptable in form and substance to the Company and the AgentLead Underwriter, shall acting reasonably; (b) the Lead Underwriter shall, on behalf of the Underwriters, approve in writingwriting any such marketing materials (including any template version thereof), as contemplated by Applicable Securities Laws, prior to the time Marketing Materials are any marketing materials being provided to potential investorsinvestors of the Units and/or filed with the Securities Commissions; and (c) the Company shall, a to the extent required by Applicable Securities Laws, file in the English language any such marketing materials (or any template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials thereof) with the Securities Commissions as soon as reasonably practicable after such Marketing Materials marketing materials are so approved in writing by the Corporation Company and the AgentLead Underwriter, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are marketing materials are, to the knowledge of the Company, first provided to any potential investor of Offered Shares, the Purchased Units. (2) The Company represents and such filing shall constitute the Agent's authority to use such Marketing Materials in connection warrants that it filed with the Offering. Any comparables shall be redacted from Securities Commissions on June 24, 2014 the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Term Sheet that had been approved by the Corporation. The Corporation shall prepare Company and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws;Lead Underwriter in writing. (ii3) the Corporation, The Company and the Agenteach Underwriter, on a several basis (and not joint, nor joint and several)basis, covenant and agree, during the distribution of the Units: (Aa) not to provide any potential investor of Offered Shares the Units with any Marketing Materials marketing materials (including the Term Sheet) unless a template version of such Marketing Materials materials has been filed by the Corporation Company with the Securities Commissions on or before the day such Marketing Materials marketing materials are first provided to any potential investor purchaser of Offered Shares; andthe Units; (Bb) not to provide any potential investor of the Units with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation Company other than: (aA) such Marketing Materials the Term Sheet; (B) marketing materials, other than the Term Sheet, that have been approved and filed in accordance with subsection 4(aparagraph 9(1); (bC) any standard term sheets (provided they are in compliance with Securities Laws); (D) the Preliminary Prospectus, the Amended Prospectus and the Final Prospectus in accordance with this Agreement; and (E) the U.S. Placement Memorandum; and (c) that any Standard Term Sheets marketing materials approved and filed in accordance with paragraph 9(1), and any standard term sheets approved in writing by the Corporation Company and the AgentLead Underwriter, shall only be provided to potential investors of the Units in those jurisdictions where it is lawful for such party to do so. (4) Notwithstanding paragraph 9(1) and paragraph 9(3), following the approval and filing of a template version of marketing materials in accordance with paragraph 9(1), the Underwriters may provide a limited-use version (within the meaning of NI 44-101) of such marketing materials to potential investors of the Units in accordance with Applicable Securities Laws.

Marketing Materials. (ai) During the distribution offer and sale of the Offered Shares: : (iA) the Corporation Company shall prepare, in consultation with the Representatives, and the Agent, shall approve in writing, prior to the such time Marketing Materials any marketing materials are provided to potential investorsinvestors in Offered Shares, a template version of any Marketing Materials marketing materials reasonably requested to be provided by the Agent Underwriters to any such potential investor, such Marketing Materials marketing materials to comply with Canadian Securities Laws and United States Securities Laws. The Corporation shall file , as applicable, and to be acceptable in form and substance to the Company and the Underwriters, acting reasonably; (B) the Representatives shall, on behalf of the Underwriters, as contemplated by the Canadian Securities Laws and United States Securities Laws, as applicable, approve a template version reasonably acceptable to the Representatives of any such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved marketing materials in writing by prior to the Corporation and the Agent, and in any event on or before the day the Marketing Materials time such marketing materials are first provided to any potential investor purchasers of Offered Shares; (C) the Company shall deliver any such marketing materials to the Canadian Securities Regulators in compliance with Canadian Securities Laws; and (D) following the approvals set forth in subparagraphs (i) to (ii) above, and the Underwriters may provide a limited-use version (within the meaning of NI 44-102) of such filing shall constitute the Agent's authority marketing materials to use such Marketing Materials potential investors in connection with the Offering. Any comparables shall be redacted from the template version Offered Shares in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Laws and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under United States Securities Laws;, as applicable. (ii) the Corporation, The Company and the AgentUnderwriters, on a several basis (and not joint, nor joint and several)basis, covenant and agree: agree during the offer and sale of the Offered Shares: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution offer and sale of the Offered Shares or the Corporation Company, other than: (aw) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection 4(athis Section 3(m); (bx) the ProspectusOffering Documents in accordance with this Agreement; and (cy) any Standard Term Sheets standard term sheets approved in writing by the Corporation Company and the AgentRepresentatives on behalf of the Underwriters; and (z) any “preliminary prospectus notice” or “final prospectus notice” (each as defined in NI 41-101); and (B) that any marketing materials approved and delivered in accordance with this Section 3(m), and any standard term sheets approved in writing by the Company and the Representatives, shall only be provided to potential investors in those jurisdictions where it is lawful for such party to do so.

Marketing Materials. (a) During the distribution of the Offered Shares: (i) the Corporation Company and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation Company shall file a template version of such Marketing Materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation Company and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Agent's ’s authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Canadian Securities Regulators by the CorporationCompany. The Corporation Company shall prepare and file with the Commissions Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the CorporationCompany, and the AgentAgent (on its own behalf and on behalf of any Selling Firm), on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation Company with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation Company other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation Company and the Agent.

Marketing Materials. (a) During 5.1. Until the distribution Closing or termination of the Offered Shares: (i) this Agreement, the Corporation and the Agent, Agent shall approve in writing, writing (prior to the such time Marketing Materials that marketing materials are first provided to potential investors, a template version of ) any Marketing Materials marketing materials (and amendments thereto) reasonably requested to be provided by the Agent to any such potential investorinvestor of the Offered Units, such Marketing Materials marketing materials to comply with Securities Laws. The Agent shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 5.1 at the latest on or before the day the marketing materials are first provided to any potential investor of Offered Units. The Corporation shall file a template version of such Marketing Materials marketing materials with the Securities Commissions as soon as reasonably practicable after such Marketing Materials marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered SharesUnits, and such filing shall constitute the Agent's authority to use such Marketing Materials marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 4144-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. 5.2. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the Corporation, and the AgentAgent (for and on behalf of the Agent and the other members of the Selling Group), on a several basis joint (and not jointsolidary, nor joint and several)) basis, covenant and agree: (Aa) not to provide any potential investor of Offered Shares Units with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Materials marketing materials are first provided to any potential investor of the Offered Shares; andUnits; (Bb) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation other than: than (ai) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection 4(a); this Article 5 (bii) the Prospectus; and (ciii) any Standard Term Sheets standard term sheets approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Article 5 and any standard term sheets approved in writing by the Corporation and the Agent, shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Securities Laws. The Corporation covenants and agrees to file with the SEC pursuant to Rule 433 under the U.S. Securities Act any marketing materials or other materials required to be so filed as a "free writing prospectus" within the time required by such rule. The Agent (for and on behalf of the Agent and the other members of the Selling Group) covenants and agrees to comply with Securities Laws in connection with the provision of marketing materials to potential investors, including by sending, as soon as practicable following the filing of the Prospectus with the Securities Commissions in each of the Selling Jurisdictions, a copy of the Prospectus to each person that previously received marketing materials and expressed an interest in purchasing the Offered Units.

Marketing Materials. (a) During the distribution of the Offered Shares: (i) the Corporation Company and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation Company shall file a template version of such Marketing Materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation Company and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Canadian Securities Regulators by the CorporationCompany. The Corporation Company shall prepare and file with the Commissions Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the CorporationCompany, and the AgentAgent (on its own behalf and on behalf of any Selling Firm), on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation Company with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation Company other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a5(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation Company and the Agent.

Marketing Materials. (a) During the distribution of the Offered SharesUnits: (i) the Corporation and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered SharesUnits, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares Units where required under Securities Laws; (ii) the Corporation, and the AgentAgent (on its own behalf and on behalf of any Selling Firm), on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered SharesUnits; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.

Marketing Materials. (a) During the distribution of the Offered SharesUnits: (i) the Corporation and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered SharesUnits, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares Units where required under Securities Laws; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered SharesUnits; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.

Marketing Materials. (a) During The Company and the distribution of the Offered SharesUnderwriters severally, and neither jointly, nor jointly and severally, hereby covenant and agree: (i) that during the Corporation period of distribution of the Offered Securities, the Company and the Agent, Underwriters shall approve in writing, prior to the such time Marketing Materials marketing materials are provided to potential investorsPurchasers, a the template version of any Marketing Materials marketing materials reasonably requested to be provided by the Agent Underwriters to any such potential investorPurchaser of Offered Securities, such Marketing Materials marketing materials to comply with Canadian Securities LawsLaws and such approval by the Company constituting the Underwriters' authority to use such marketing materials in connection with the Offering and to provide them to potential Purchasers of Offered Securities. The Corporation Company shall file a template version of such Marketing Materials marketing materials with the Commissions Securities Regulators as soon as reasonably practicable after the template version of such Marketing Materials marketing materials are so approved in writing by the Corporation Company and the Agent, Underwriters and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor Purchaser of Offered Shares, Securities. The Company and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any Underwriters may agree that any comparables shall be redacted from the template version in accordance with NI 44-101, NI 44-102 and NI 41-101 prior to filing such template version with the Commissions Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities LawsCompany; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor Purchaser of Offered Shares Securities with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation Company with the Commissions Securities Regulators on or before the day such Marketing Materials marketing materials are first provided to any potential investor Purchaser of Offered SharesSecurities; and (Biii) not to provide any potential investor Purchaser of Offered Securities with any materials or information in relation to the distribution of the Offered Shares Securities or the Corporation Company other than: (a) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection 4(a)this Section; (b) the Prospectusany standard term sheets (provided they are in compliance with Canadian Securities Laws); and (c) any Standard Term Sheets approved in writing by the Corporation and the AgentOffering Documents.

Marketing Materials. (a) During 5.1 Until the distribution Closing or termination of the Offered Shares: (i) this Agreement, the Corporation and the Agent, Agents shall approve in writing, writing (prior to the such time Marketing Materials that marketing materials are first provided to potential investors, a template version of ) any Marketing Materials marketing materials (and amendments thereto) reasonably requested to be provided by the Agent Agents to any such potential investorinvestor of Debentures, such Marketing Materials marketing materials to comply with Securities Laws. The Agents shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 5.1 at the latest on or before the day the marketing materials are first provided to any potential investor of Debentures. The Corporation shall file a template version of such Marketing Materials marketing materials with the Securities Commissions as soon as reasonably practicable after such Marketing Materials marketing materials are so approved in writing by the Corporation and the AgentAgents, and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered SharesDebentures, and such filing shall constitute the Agent's Agents’ authority to use such Marketing Materials marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 4144-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. . 5.2 The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the Corporation, and the AgentAgents (for and on behalf of the Agents and the other members of the Selling Group), on a several basis joint (and not jointsolidary, nor joint and several)) basis, covenant and agree: (Aa) not to provide any potential investor of Offered Shares Debentures with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Materials marketing materials are first provided to any potential investor of Offered Shares; andDebentures; (Bb) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Debentures or the Corporation other than: than (ai) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection 4(a)this Article 5; (bii) the Prospectus; and (ciii) any Standard Term Sheets standard term sheets approved in writing by the Corporation and the AgentAgents; and (c) that any marketing materials approved and filed in accordance with this Article 5 and any standard term sheets approved in writing by the Corporation and the Agents, shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Securities Laws. The Corporation covanants and agrees to file with the SEC pursuant to Rule 433 under the U.S. Securities Act any marketing materials or other materials required to be so filed as a “free writing prospectus” within the time required by such rule. The Agents (for and on behalf of the Agents and the other members of the Selling Group) covenant and agree to comply with Securities Laws in connection with the provision of marketing materials to potential investors, including by sending, as soon as practicable following the filing of the Prospectus with the Securities Commissions in each of the Qualifying Jurisdictions, a copy of the Prospectus to each person that previously received marketing materials and expressed an interest in purchasing Debentures.

Marketing Materials. ‌ (a) During Until the distribution Closing or termination of the Offered Shares: (i) this Agreement, the Corporation and the Agent, shall Agents will approve in writing, writing (prior to the such time Marketing Materials that marketing materials are first provided to potential investors, a template version of ) any Marketing Materials (and amendments thereto) reasonably requested to be provided by the Agent Agents to any such potential investorinvestor of Offered Securities, such Marketing Materials to comply with Securities Laws. The Agents will provide a copy of any such Marketing Materials used in connection with the Offering to the Corporation shall in accordance with this subsection 6(a) at the latest on or before the day the marketing materials are first provided to any potential investor of Offered Securities. The Corporation will file a template version of such Marketing Materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the AgentAgents, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered SharesSecurities, and such filing shall will constitute the Agent's Agents’ authority to use such Marketing Materials in connection with the Offering. Any comparables shall will be redacted from the template version in accordance with NI 4144-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version version‌ containing such comparables and any disclosure relating to the comparables, if any, shall will be delivered to the Commissions Canadian Securities Regulators by the Corporation. (b) Each of the Corporation and the Agents has approved the term sheet and the investor presentation, each in respect of the Offering and dated May 7, 2019 (together, the “Investor Materials”), including any template version thereof. The Corporation shall prepare and file has filed the Investor Materials with the Commissions a revised template version of any Marketing Canadian Securities Regulators before such Investor Materials were first provided to potential investors of Offered Shares where required under Securities Laws;Purchasers and the Corporation and the Agents have agreed that the Investor Materials will be incorporated by reference into the Prospectus.‌ (iic) The Corporation and each of the Corporation, Agents (for and on behalf of itself and the Agentother members of the Selling Firms), on a several basis (and not joint, nor joint and several)) basis, covenant and agree: (Ai) not to provide any potential investor of Offered Shares Securities with any Marketing Materials Materials, except for the Investor Materials, unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; andSecurities; (Bii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Securities or the Corporation other than: : (aA) the Investor Materials or such other Marketing Materials that have been approved and filed in accordance with subsection 4(a); this Section 6; (bB) the Prospectus; and and (cC) or any Standard Term Sheets other standard term sheets approved in writing by the Corporation and the AgentAgents; and (iii) that any Marketing Materials approved and filed in accordance with this Section 6 and any standard term sheets approved in writing by the Corporation and the Agents, will only be provided to potential investors in the Qualifying Jurisdictions where the provision of such Marketing Materials or standard term sheets does not contravene Securities Laws. (d) Each of the Agents (for and on behalf of itself and the other members of the Selling Firms) covenants and agrees to comply with Securities Laws in connection with the provision of Marketing Materials to potential investors, including by sending, as soon as practicable following the filing of the Prospectus with the Canadian Securities Regulators in each of the Qualifying Jurisdictions, a copy of the Prospectus to each Person that previously received Marketing Materials and expressed an interest in purchasing Offered Securities.

Marketing Materials. (a) During Until the distribution Closing or termination of the Offered Shares: (i) this Agreement, the Corporation and the Agent, shall Lead Agents will approve in writing, writing (prior to the such time Marketing Materials that marketing materials are first provided to potential investors, a template version of ) any Marketing Materials marketing materials (and amendments thereto) reasonably requested to be provided by the Agent Lead Agents to any such potential investorinvestor of Offered Securities, such Marketing Materials marketing materials to comply with Securities Laws. The Lead Agents will provide a copy of any marketing materials used in connection with the Offering to the Corporation shall in accordance with this subsection 6(a) at the latest on or before the day the marketing materials are first provided to any potential investor of Offered Securities. The Corporation will file a template version of such Marketing Materials marketing materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials marketing materials are so approved in writing by the Corporation and the AgentLead Agents, and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered SharesSecurities, and such filing shall will constitute the Agent's Lead Agents’s authority to use such Marketing Materials marketing materials in connection with the Offering. Any comparables shall will be redacted from the template version in accordance with NI 4144-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall will be delivered to the Commissions Canadian Securities Regulators by the Corporation. (b) Each of the Corporation and the Lead Agents has approved the term sheets and the presentation, each in respect of the Offering and dated November 4, 2019 November 6, 2019 and October 22, 2019, respectively, (collectively, the “Investor Materials”), including any template version thereof. The Corporation shall prepare and file has filed the Investor Materials with the Commissions a revised template version of any Marketing Canadian Securities Regulators before such Investor Materials were first provided to potential investors purchasers of Offered Shares where required under Securities Laws;and the Corporation and the Lead Agents have agreed that the Investor Materials will be incorporated by reference into the Prospectuses. (iic) the Corporation, The Corporation and the AgentLead Agents (for and on behalf of itself and the other members of the Selling Firms), on a several basis joint (and not jointsolidary, nor joint and several)) basis, covenant and agree: (Ai) not to provide any potential investor of Offered Shares Securities with any Marketing Materials Materials, except for the Investor Materials, unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; andSecurities; (Bii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Securities or the Corporation other than: (aA) the Investor Materials or such other Marketing Materials that have been approved and filed in accordance with subsection 4(a)this Section 6; (bB) the ProspectusProspectuses; and (cC) or any Standard Term Sheets other standard term sheets approved in writing by the Corporation and the AgentLead Agents; and (iii) that any Marketing Materials approved and filed in accordance with this Section 6 and any standard term sheets approved in writing by the Corporation and the Lead Agents, will only be provided to potential investors in the Qualifying Jurisdictions where the provision of such Marketing Materials or standard term sheets does not contravene Securities Laws. (d) The Lead Agents (for and on behalf of itself and the other members of the Selling Firms) covenants and agrees to comply with Securities Laws in connection with the provision of Marketing Materials to potential investors, including by sending, as soon as practicable following the filing of the Prospectuses with the Canadian Securities Regulators in each of the Qualifying Jurisdictions, a copy of the Prospectuses to each person that previously received Marketing Materials and expressed an interest in purchasing Offered Securities.

Marketing Materials. (a) During the distribution of the Offered SharesUnits: (i) the Corporation and the Agent, Agents shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent Agents to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, Agents and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered SharesUnits, and such filing shall constitute the Agent's Agents' authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 4144-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares Units where required under Securities Laws; (ii) the Corporation, and the AgentAgents, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered SharesUnits; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the AgentAgents.

Marketing Materials. (a) During the distribution of the Offered Shares:Units:‌ (i) the Corporation and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version 66749154.1 of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered SharesUnits, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares Units where required under Securities Laws; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), Agent each covenant and agree: (A) not to provide any potential investor of Offered Shares Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered SharesUnits; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.

Marketing Materials. (a) 4.1 During the distribution of the Offered SharesSubscription Receipts and the Additional Subscription Receipts: (ia) the Corporation and Dundee, on behalf of the AgentAgents, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent Agents to any such potential investorinvestor of Subscription Receipts, such Marketing Materials to comply with Applicable Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and Dundee, on behalf of the AgentAgents, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered SharesSubscription Receipts, and such filing shall constitute the Agent's Agents’ authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares Subscription Receipts where required under Applicable Securities Laws; (iib) the Corporation, and the AgentAgents, on a several basis (and not joint, nor joint and several), covenant and agree: (Ai) not to provide any potential investor of Offered Shares Subscription Receipts with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered SharesSubscription Receipts; and (Bii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Subscription Receipts or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a)this Article 4; (b) the Preliminary Prospectus and the Final Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and Dundee; and (c) for greater certainty, the AgentInvestor Presentation may be provided by the Agents to potential investors in connection with this Offering.

Marketing Materials. (a) During the distribution Distribution of the Offered Shares: (i) Units, and, if applicable, the Corporation Over-Allotment Securities, the Company and the Lead Agent, on behalf of the Agents, shall approve in writing, writing (prior to the such time Marketing Materials that marketing materials are provided to potential investors, a template version of ) any Marketing Materials marketing materials reasonably requested to be provided by the Agent Agents to any such potential investorinvestor of Units, and, if applicable, Over-Allotment Securities, such Marketing Materials marketing materials to comply with Canadian Securities LawsLaws in the Qualifying Provinces. The Corporation Company shall file a template version of such Marketing Materials marketing materials with the Commissions applicable Securities Commission in the Qualifying Provinces as soon as reasonably practicable after such Marketing Materials marketing materials are so approved in writing by the Corporation Company and the Lead Agent, on behalf of the Agents, and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered SharesUnits, or, if applicable, Over-Allotment Units, Over- Allotment Unit Shares or Over-Allotment Warrants, and such filing shall constitute the Agent's Agents' authority to use such Marketing Materials marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws;. (iib) The Company and each of the Corporation, and the AgentAgents, on a several basis (and not joint, nor joint and several)basis, covenant and agree: (Ai) not to provide any potential investor of Offered Units, and, if applicable, Over-Allotment Units, Over-Allotment Unit Shares or Over-Allotment Warrants, with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation Company with the Commissions applicable Securities Commission in the Qualifying Provinces on or before the day such Marketing Materials marketing materials are first provided to any potential investor of Offered Shares; andUnits, or, if applicable, Over-Allotment Securities; (Bii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units, and, if applicable, the Over-Allotment Securities, or the Corporation Company other than: than (aA) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection Section 4(a); , (bB) the Prospectus; Offering Documents, and (cC) any Standard Term Sheets standard term sheets approved in writing by the Corporation Company and the Lead Agent; and (iii) that any marketing materials approved and filed in accordance with Section 4(a) and any standard term sheets approved in writing by the Company and the Lead Agent, shall only be provided to potential investors in the Selling Jurisdictions.

Marketing Materials. (a) During The Company and the distribution of the Offered SharesUnderwriters severally, and neither jointly, nor jointly and severally, hereby covenant and agree: (i) that during the Corporation period of distribution of the Offered Securities, the Company and the Agent, Underwriters shall approve in writing, prior to the such time Marketing Materials marketing materials are provided to potential investorsPurchasers, a the template version of any Marketing Materials marketing materials reasonably requested to be provided by the Agent Underwriters to any such potential investorPurchaser of Offered Securities, such Marketing Materials marketing materials to comply with applicable Canadian Securities LawsLaws and such approval by the Company constituting the Underwriters' authority to use such marketing materials in connection with the Offering and to provide them to potential Purchasers of Offered Securities. The Corporation Company shall file a template version of such Marketing Materials marketing materials with the Commissions Securities Regulators as soon as reasonably practicable after the template version of such Marketing Materials marketing materials are so approved in writing by the Corporation Company and the Agent, Underwriters and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor Purchaser of Offered Shares, Securities. The Company and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any Underwriters may agree that any comparables shall be redacted from the template version in accordance with NI 44-101, NI 44-102 and NI 41-101 prior to filing such template version with the Commissions Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities LawsCompany; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor Purchaser of Offered Shares Securities with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation Company with the Commissions Securities Regulators on or before the day such Marketing Materials marketing materials are first provided to any potential investor Purchaser of Offered SharesSecurities; and (Biii) not to provide any potential investor Purchaser of Offered Securities with any materials or information in relation to the distribution of the Offered Shares Securities or the Corporation Company other than: (a) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection 4(a)this Section; (b) the Prospectusany standard term sheets (provided they are in compliance with Canadian Securities Laws); and (c) any Standard Term Sheets approved in writing by the Corporation and the AgentOffering Documents.

Marketing Materials. (a) 4.1 During the distribution of the Offered SharesProspectus Debentures: 4.1.1 the Corporation shall prepare, in consultation with the Joint Bookrunners, any marketing materials (iincluding any template version thereof) to be provided to potential investors in the Prospectus Debentures, and approve in writing (including by e-mail) any such marketing materials (including any template version thereof), as may reasonably be requested by the Underwriters, such marketing materials to comply with Securities Laws and to be acceptable in form and substance to the Corporation and the AgentUnderwriters, shall acting reasonably; 4.1.2 the Joint Bookrunners shall, on behalf of the Underwriters, approve in writingwriting any such marketing materials (including any template version thereof), as contemplated by Securities Laws, prior to the time Marketing Materials are any marketing materials being provided to potential investorsinvestors in the Prospectus Debentures and/or filed with the Securities Commissions; and 4.1.3 the Corporation shall, a to the extent required by Securities Laws, file in the English language any such marketing materials (or any template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials thereof) with the Securities Commissions as soon as reasonably practicable after such Marketing Materials marketing materials are so approved in writing by the Corporation and the AgentJoint Bookrunners, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are marketing materials are, to the Knowledge of the Corporation, first provided to any potential investor of Offered Sharesin the Prospectus Debentures. 4.2 The Corporation represents and warrants that it filed on May 23 and 24, 2017 the Initial Term Sheet and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparablesRevised Term Sheet, if anyrespectively, shall be delivered to the Commissions both having been approved by the Corporation. Corporation and the Joint Bookrunners in writing. 4.3 The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the Corporation, and the Agenteach Underwriter, on a several basis (and not joint, nor joint and several)basis, covenant and agree, during the distribution of the Prospectus Debentures: (A) 4.3.1 not to provide any potential investor of Offered Shares in the Prospectus Debentures with any Marketing Materials marketing materials (including the Term Sheets) unless a template version of such Marketing Materials materials has been filed by the Corporation with the Securities Commissions on or before the day such Marketing Materials marketing materials are first provided to any potential investor of Offered Shares; andpurchaser in the Prospectus Debentures; (B) 4.3.2 not to provide any potential investor in Prospectus Debentures with any materials or information in relation to the distribution of the Offered Shares Prospectus Debentures or the Corporation other than: (aA) such Marketing Materials the Term Sheets; (B) marketing materials, other than the Term Sheets, that have been approved and filed in accordance with subsection 4(aparagraph 4.1; (C) any standard term sheets (provided they are in compliance with Securities Laws); (bD) the Preliminary Prospectus, the Prospectus and any Amendment in accordance with this Agreement; and (cE) the U.S. Offering Documents; and 4.3.3 that any Standard Term Sheets marketing materials approved and filed in accordance with paragraph 4.1, and any standard term sheets approved in writing by the Corporation and the AgentJoint Bookrunners, shall only be provided to potential investors in the Prospectus Debentures in those jurisdictions where it is lawful for such party to do so. 4.4 Notwithstanding paragraph 4.1 and paragraph 4.3, following the approval and filing of a template version of marketing materials in accordance with paragraph 4.1, the Underwriters may provide a limited-use version (within the meaning of NI 44-101) of such marketing materials to potential investors in the Prospectus Debentures in accordance with Securities Laws.

Marketing Materials. (a) During the distribution of the Offered SharesUnits: (i) the Corporation and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered SharesUnits, and such filing shall constitute the Agent's ’s authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares Units where required under Securities Laws; (ii) the Corporation, and the AgentAgent (on its own behalf and on behalf of any Selling Firm), on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered SharesUnits; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.

Marketing Materials. (a) During the distribution of the Offered SharesUnits: (i) the Corporation and Company shall prepare, in consultation with the Agent, shall and approve in writing, prior to the time Marketing Materials the marketing materials are provided to potential investors, a template version of any Marketing Materials the marketing materials reasonably requested to be provided by the Agent to any such potential investorinvestor of Units, such Marketing Materials to which marketing materials shall comply with Applicable Securities Laws and be acceptable in form and substance to the Agent and its counsel, acting reasonably, and approved in writing by the Agent as contemplated by Applicable Securities Laws. The Corporation ; (ii) the Company shall file a template version of such Marketing Materials the marketing materials referred to in section 5(i)(i) with the Securities Commissions as soon as reasonably practicable after such Marketing Materials are a template version of the marketing materials is so approved in writing by the Corporation Company and the Agent, Agent on behalf of the Agents and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Agent's authority to use such Marketing Materials Units; and (iii) any comparables (as defined in connection with the Offering. Any comparables NI 41-101) shall be redacted removed from the template version in accordance with NI 4144-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation. Company as required by Applicable Securities Laws. (b) Following the approvals and filings set forth in section 5(a), the Agent may provide a limited-use version (as defined in NI 41-101) of such marketing materials to potential investors of Units in accordance with Applicable Securities Laws and U.S. securities laws. (c) The Corporation Company shall prepare and file with the Commissions a revised template version of any Marketing Materials marketing materials provided to potential investors in connection with the Offering of Offered Shares the Units where required under Applicable Securities Laws;, and sections 5(a) and 5(b) shall apply to such revised template version. (iid) During the Corporationdistribution of the Units, the Company and the Agent, on a several basis (and not joint, nor joint and several), covenant and agree: (Ai) not to provide any potential investor of Offered Shares Units with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been or will be filed by the Corporation Company with the Securities Commissions on or before the day such Marketing Materials marketing materials are first provided to any potential investor of Offered Shares; andUnits; (Bii) not to provide any potential investor of Units with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation Company other than: (aA) such Marketing Materials that marketing materials for which the template versions thereof have been approved and filed in accordance with subsection 4(asections 5(a), (b) and (c); (bB) the ProspectusProspectus in accordance with this Agreement; and (cC) any Standard Term Sheets standard term sheets (as defined in NI 41-101) approved in writing by the Corporation Company and the Agent; and (iii) that any marketing materials for which the template versions thereof have been approved and filed in accordance with sections 5(a), (b) and (c) and any standard term sheets approved in writing by the Company and the Agent, shall only be provided to potential investors in the Selling Jurisdictions.

Marketing Materials. The Company and the Underwriters hereby covenant and agree: (ai) During that during the period of distribution of the Offered Shares: (i) , the Corporation Company and the Agent, Underwriters shall approve in writing, prior to the such time Marketing Materials marketing materials are provided to potential investorsPurchasers, a the template version of any Marketing Materials marketing materials reasonably requested to be provided by the Agent Underwriters to any such potential investorPurchaser, such Marketing Materials marketing materials to comply with Canadian Securities LawsLaws and such approval by the Company constituting the Underwriters’ authority to use such marketing materials in connection with the Offering and to provide them to potential Purchasers. The Corporation Company shall file a template version of such Marketing Materials marketing materials with the Commissions Securities Regulators as soon as reasonably practicable after the template version of such Marketing Materials marketing materials are so approved in writing by the Corporation Company and the Agent, Underwriters and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered Shares, Purchaser. The Company and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any Underwriters may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 and NI 41-101 prior to filing such template version with the Commissions Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities LawsCompany; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares Purchaser with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation Company with the Commissions Securities Regulators on or before the day such Marketing Materials marketing materials are first provided to any potential investor of Offered SharesPurchaser; and (Biii) not to provide any potential investor Purchaser with any materials or information in relation to the distribution of the Offered Shares or the Corporation Company other than: (a) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection 4(a)this Section 4; (b) the Prospectusany standard term sheets (provided they are in compliance with Canadian Securities Laws); and (c) any Standard Term Sheets approved in writing by the Corporation and the AgentOffering Documents.

Marketing Materials. ‌ (a) During In connection with the distribution of the Offered SharesSecurities: (i) The Company shall prepare, in consultation with the Corporation Lead Underwriter, and the Agent, shall approve in writing, prior to the time Marketing Materials the marketing materials are provided to potential investors, a template version of any Marketing Materials the marketing materials reasonably requested to be provided by the Agent Underwriters to any such potential investor, ; such Marketing Materials to marketing materials shall comply with Securities Laws. Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by the Lead Underwriter, on behalf of all of the Underwriters, prior to the time the marketing materials are provided to potential investors;‌ (ii) The Corporation Company shall file a the template version of such Marketing Materials the marketing materials referred to in Section 6(a)(i) above with the Commissions Securities Regulators as soon as reasonably practicable after such Marketing Materials are the template version of the marketing materials is so approved in writing by the Corporation Company and by the AgentLead Underwriter, on behalf of all of the Underwriters, and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. investor; and (iii) Any comparables shall be redacted from the template version of the marketing materials in accordance with NI 41-101 prior to filing such template version with the Commissions Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Securities Regulators by the Corporation. Company as required by Securities Laws. (b) Following the approvals and filings set forth in the foregoing paragraphs, the Underwriters may provide the marketing materials to potential investors to the extent permitted by Securities Laws and applicable U.S. Securities Laws. (c) The Corporation Company shall prepare and file with the Commissions a revised template version of any Marketing Materials marketing materials amendment provided to potential investors in connection with the offering of Offered Shares the Securities where required under Securities Laws; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not foregoing paragraphs above shall also apply to provide any potential investor of Offered Shares with any Marketing Materials unless a such revised template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agentversion.

Marketing Materials. (a1) During the distribution of the Offered Shares: (i) Securities, the Corporation Company, acting reasonably, and CIBC, on behalf of the AgentUnderwriters, shall approve in writing, prior to the such time Marketing Materials marketing materials are provided to potential investors, a template version of any Marketing Materials marketing materials reasonably requested to be provided by the Agent Underwriters to any such potential investorinvestor of Offered Securities, such Marketing Materials marketing materials to comply with Canadian Securities LawsLaws and the Securities Act. The Corporation Company shall file a template version of such Marketing Materials marketing materials with the Commissions Reviewing Authority as soon as reasonably practicable after such Marketing Materials marketing materials are so approved in writing by the Corporation Company and CIBC, on behalf of the AgentUnderwriters, and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered SharesSecurities, and such filing shall constitute the Agent's Underwriters’ authority to use a limited use version of such Marketing Materials marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 4144-101 prior to filing such template version with the Commissions Reviewing Authority and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Reviewing Authority by the Corporation. The Corporation shall prepare and file Company in accordance with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws;NI 44-101. (ii2) the CorporationThe Company, and the AgentUnderwriters, on a several basis (and not joint, joint nor joint and several)) basis, covenant and agree: (Aa) not to provide any potential investor of Offered Shares Securities with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation Company with the Commissions Reviewing Authority on or before the day such Marketing Materials marketing materials are first provided to any potential investor of Offered Shares; andSecurities; (Bb) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Securities or the Corporation Company other than: (ai) such Marketing Materials marketing materials that have been approved, filed and delivered in accordance with this Section 5; (ii) the Preliminary Prospectuses, the Final Prospectuses and any Supplementary Material; and (iii) any standard term sheets approved in writing by the Company and CIBC, on behalf of the Underwriters; and (c) that any marketing materials approved and filed in accordance with subsection 4(a); (b) the Prospectus; this Section 5, and (c) any Standard Term Sheets standard term sheets approved in writing by the Corporation Company and CIBC, on behalf of the AgentUnderwriters, shall only be provided to potential investors in the Qualifying Jurisdictions.

Marketing Materials. (a) During the distribution of the Offered Shares: (i) the Corporation and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), Agent each covenant and agree: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(asubsection4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.

Marketing Materials. (a) During the distribution of the Offered Shares:Units:‌‌ (i) the Corporation and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, and such Marketing Materials to will comply with the Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered SharesUnits, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares Units where required under applicable Securities Laws; (ii) the Corporation, and the AgentAgent (on its own behalf and on behalf of any Selling Firm), on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares Units with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered SharesUnits; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a4(a)(i); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.Agent.‌

Marketing Materials. (ai) During the distribution offer and sale of the Offered Shares: : (iA) the Corporation Company shall prepare, in consultation with the Representatives, and the Agent, shall approve in writing, prior to the such time Marketing Materials any marketing materials are provided to potential investorsinvestors in Offered Shares, a template version of any Marketing Materials marketing materials reasonably requested to be provided by the Agent Underwriters to any such potential investor, such Marketing Materials marketing materials to comply in all material respects with Canadian Securities Laws and United States Securities Laws. The Corporation shall file , as applicable, and to be acceptable in form and substance to the Company and the Underwriters, acting reasonably; (B) the Representatives shall, on behalf of the Underwriters, as contemplated by the Canadian Securities Laws and United States Securities Laws, as applicable, approve a template version reasonably acceptable to the Representatives of any such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved marketing materials in writing by prior to the Corporation and the Agent, and in any event on or before the day the Marketing Materials time such marketing materials are first provided to any potential investor purchasers of Offered Shares; (C) the Company shall deliver any such marketing materials to the Canadian Securities Regulators in compliance with Canadian Securities Laws; and (D) following the approvals set forth in subparagraphs (i) to (ii) above, and the Underwriters may provide a limited-use version (within the meaning of NI 44-102) of such filing shall constitute the Agent's authority marketing materials to use such Marketing Materials potential investors in connection with the Offering. Any comparables shall be redacted from the template version Offered Shares in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Laws and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under United States Securities Laws;, as applicable. (ii) the Corporation, The Company and the AgentUnderwriters, on a several basis (and not joint, nor joint and several)basis, covenant and agree: agree during the offer and sale of the Offered Shares: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution offer and sale of the Offered Shares or the Corporation Company, other than: (aw) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection 4(athis Section 4(n); (bx) the ProspectusOffering Documents in accordance with this Agreement; and (cy) any Standard Term Sheets standard term sheets approved in writing by the Corporation Company and the AgentRepresentatives on behalf of the Underwriters; and (z) any “preliminary prospectus notice” or “final prospectus notice” (each as defined in NI 41-101); and (B) that any marketing materials approved and delivered in accordance with this Section 4(n), and any standard term sheets approved in writing by the Company and the Representatives, shall only be provided to potential investors in those jurisdictions where it is lawful for such party to do so.

Marketing Materials. The Company and the Underwriter hereby covenant and agree: (ai) During that during the period of distribution of the Offered Shares: (i) , the Corporation Company and the Agent, Underwriter shall approve in writing, prior to the such time Marketing Materials marketing materials are provided to potential investorsPurchasers, a the template version of any Marketing Materials marketing materials reasonably requested to be provided by the Agent Underwriter to any such potential investorPurchaser of Offered Shares, such Marketing Materials marketing materials to comply with Canadian Securities LawsLaws and such approval by the Company constituting the Underwriter's authority to use such marketing materials in connection with the Offering and to provide them to potential Purchasers of Offered Shares. The Corporation Company shall file a template version of such Marketing Materials marketing materials with the Commissions Securities Regulators as soon as reasonably practicable after the template version of such Marketing Materials marketing materials are so approved in writing by the Corporation Company and the Agent, Underwriter and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor Purchaser of Offered Shares, . The Company and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any Underwriter may agree that any comparables shall be redacted from the template version in accordance with NI 44- 101 and NI 41-101 prior to filing such template version with the Commissions Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities LawsCompany; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor Purchaser of Offered Shares with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation Company with the Commissions Securities Regulators on or before the day such Marketing Materials marketing materials are first provided to any potential investor Purchaser of Offered Shares; and (Biii) not to provide any potential investor Purchaser of Offered Shares with any materials or information in relation to the distribution of the Offered Shares or the Corporation Company other than: (a) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection 4(a)this Section; (b) the Prospectusany standard term sheets (provided they are in compliance with Canadian Securities Laws); and (c) any Standard Term Sheets approved in writing by the Corporation and the AgentOffering Documents.

Marketing Materials. (a) During the distribution of the Offered Shares: (i) the Corporation and the Agent, Agent shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the Corporation, and the Agent, on a several basis (and not joint, nor joint and several), Agent each covenant and agree: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(asubsection4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.

Marketing Materials. (a) During the distribution of the Offered Shares: (i) the Corporation and the Agent, shall approve in writing, prior to the time Marketing Materials are provided to potential investors, a template version of any Marketing Materials reasonably requested to be provided by the Agent to any such potential investor, such Marketing Materials to comply with Securities Laws. The Corporation shall file a template version of such Marketing Materials with the Commissions Canadian Securities Regulators as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the Marketing Materials are first provided to any potential investor of Offered Shares, and such filing shall constitute the Agent's authority to use such Marketing Materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions Canadian Securities Regulators by the Corporation. The Corporation shall prepare and file with the Commissions Canadian Securities Regulators a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws; (ii) the Corporation, and the AgentAgent (on its own behalf and on behalf of any Selling Firm), on a several basis (and not joint, nor joint and several), covenant and agree: (A) not to provide any potential investor of Offered Shares with any Marketing Materials unless a template version of such Marketing Materials has been filed by the Corporation with the Commissions Canadian Securities Regulators on or before the day such Marketing Materials are first provided to any potential investor of Offered Shares; and (B) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares or the Corporation other than: (a) such Marketing Materials that have been approved and filed in accordance with subsection 4(a); (b) the Prospectus; and (c) any Standard Term Sheets approved in writing by the Corporation and the Agent.

Marketing Materials. (a) During the distribution Distribution of the Offered Shares: (i) Units, and, if applicable, the Corporation Over-Allotment Securities, the Company and the Agent, Agent shall approve in writing, writing (prior to the such time Marketing Materials that marketing materials are provided to potential investors, a template version of ) any Marketing Materials marketing materials reasonably requested to be provided by the Agent to any such potential investorinvestor of Units, and, if applicable, Over-Allotment Securities, such Marketing Materials marketing materials to comply with Canadian Securities LawsLaws in the Qualifying Provinces. The Corporation Company shall file a template version of such Marketing Materials marketing materials with the Commissions applicable Securities Commission in the Qualifying Provinces as soon as reasonably practicable after such Marketing Materials marketing materials are so approved in writing by the Corporation Company and the Agent, Agent and in any event on or before the day the Marketing Materials marketing materials are first provided to any potential investor of Offered SharesUnits, or, if applicable, Over-Allotment Units, Over-Allotment Unit Shares or Over-Allotment Warrants, and such filing shall constitute the Agent's authority to use such Marketing Materials marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 41-101 prior to filing such template version with the Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Commissions by the Corporation. The Corporation shall prepare and file with the Commissions a revised template version of any Marketing Materials provided to potential investors of Offered Shares where required under Securities Laws;. (iib) the Corporation, The Company and the Agent, on a several basis (and not joint, nor joint and several), Agent covenant and agree: (Ai) not to provide any potential investor of Offered Units, and, if applicable, Over-Allotment Units, Over-Allotment Unit Shares or Over-Allotment Warrants, with any Marketing Materials marketing materials unless a template version of such Marketing Materials marketing materials has been filed by the Corporation Company with the Commissions applicable Securities Commission in the Qualifying Provinces on or before the day such Marketing Materials marketing materials are first provided to any potential investor of Offered Shares; andUnits, or, if applicable, Over-Allotment Securities; (Bii) not to provide any potential investor with any materials or information in relation to the distribution of the Offered Shares Units, and, if applicable, the Over-Allotment Securities , or the Corporation Company other than: than (aA) such Marketing Materials marketing materials that have been approved and filed in accordance with subsection Section 4(a); , (bB) the Prospectus; Offering Documents, and (c( C) any Standard Term Sheets standard term sheets approved in writing by the Corporation Company and the Agent; and (iii) that any marketing materials approved and filed in accordance with Section 4(a) and any standard term sheets approved in writing by the Company and the Agent, shall only be provided to potential investors in the Selling Jurisdictions.