Common use of Material Change During Distribution Clause in Contracts

Material Change During Distribution. 6.1. The Corporation will promptly notify the Agent in writing if, prior to termination of the distribution of the Offered Units, there shall occur any material change or change in a material fact contained in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change which, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any Securities Laws. 6.2. During the period of distribution of the Offered Units, the Corporation will promptly notify the Agent in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shall, to the satisfaction of the Agent, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed. 6.3. The Corporation will in good faith discuss with the Agent as promptly as possible any circumstance or event which is of such a nature that there is or reasonably ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. 6.1. The Corporation During the period from the date of this Agreement to the Closing Date, Postmedia will promptly notify the Agent Standby Purchaser in writing if, prior to termination of the distribution of the Offered Units, there shall occur of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Postmedia and its subsidiaries taken as a whole; (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (c) any change in a any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, the U.S. Final Prospectusincluding all documents incorporated by reference, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material which fact or any other material change concerning the Corporation is, or any other change whichmay be, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation render any statement in the Prospectus, Prospectus misleading or untrue or which would result in a Misrepresentation in the U.S. Final Prospectus, Prospectus or which would result in the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, Prospectus not in compliance complying with any Securities Laws. 6.2. During the period of distribution of the Offered UnitsPostmedia will promptly, the Corporation will promptly notify the Agent and in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shallevent within any applicable time limitation, comply, to the reasonable satisfaction of the AgentStandby Purchaser, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within with all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or filings and other Supplementary Material, as the case may be, or material change report as may be required requirements under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution as a result of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed such fact or commercial copies of any such new Prospectus orchange. However, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation Postmedia will not file any such new amended disclosure documentation Prospectus Amendment, amendment to the Form F-7 registration statement or material change report other document without first obtaining approval from the written approval of Standby Purchaser, after consultation with the Standby Purchaser with respect to the form and content thereof by the Agentthereof, which approval shall will not be unreasonably withheld or delayed. 6.3. The Corporation Postmedia will in good faith discuss with the Agent as promptly as possible Standby Purchaser any circumstance fact or event change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or reasonably ought to reasonable doubt whether written notice need be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1under this Section 4.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. 6.1. The Corporation will During the period from the date of this Agreement to the Closing Date, SEG shall promptly notify the Agent Standby Purchasers in writing if, prior to termination of the distribution of the Offered Units, there shall occur full particulars of: (a) any material change (actual, anticipated, contemplated or change threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of SEG and its subsidiaries taken as a whole; it being understood and agreed that the contribution of assets and liabilities associated with the SEG Business in connection with the Spin-Off Transaction as described in the Information Statement shall not be considered a material fact contained change; (b) the occurrence of any event as a result of which the Prospectus included in the Prospectus, the U.S. Final Prospectus, the Registration Statement at the time of effectiveness of the Registration Statement and mailing of the Prospectus contains a Misrepresentation; (c) the occurrence, or any Supplementary Material or failure to occur, of any event or development involving a prospective material change state of facts which occurrence or a change in a material fact or any other material change concerning the Corporation or any other change which, in each case, is of such a nature as to result infailure would, or could would be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render cause any of the foregoing, as they exist immediately prior representations or warranties of SEG contained herein to such change, not in compliance with any Securities Laws. 6.2. During the period of distribution of the Offered Units, the Corporation will promptly notify the Agent in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shall, to the satisfaction of the Agent, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly andbe untrue or inaccurate, in any eventmaterial respect in the case of any representation or warranty other than a Fundamental Representation, within all applicable time or would result in non-compliance in any material respect with any covenant, condition or agreement to be complied with or satisfied by SEG, contained herein; and (d) the initiation of any claim, litigation, investigation or proceeding, including without limitation periods with by or before any Governmental Entity, in relation to the Securities Commissions Spin-Off Transaction, the Rights Offering or the SEC Securities. At the request of a new ProspectusStandby Purchaser, the U.S. Final ProspectusSEG shall use reasonable best efforts to prepare, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable practical, a supplement or amendment to such Prospectus so that, as thereafter its reasonable requirements delivered to any prospective purchasers of conformed or commercial copies of such Securities, such Prospectus shall not contain any such new Prospectus orMisrepresentations. However, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation SEG will not file any supplement or amendment to such new amended disclosure documentation or material change report Prospectus without first obtaining allowing the written approval of the form Standby Purchasers to review, and content thereof by the Agentcomment on, which approval such Prospectus. SEG shall not be unreasonably withheld or delayed. 6.3. The Corporation will in good faith discuss with the Agent as promptly as possible Standby Purchasers any circumstance fact, event or event change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or reasonably ought to be consideration given reasonable doubt as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, written notice to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is requiredStandby Purchasers need be given under this paragraph.

Material Change During Distribution. 6.1. 6.1 The Corporation will promptly notify the Agent Agents in writing if, prior to termination of the distribution of the Offered UnitsDebentures, there shall occur any material change or change in a material fact contained in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change which, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any Securities Laws. 6.2. 6.2 During the period of distribution of the Offered UnitsDebentures, the Corporation will promptly notify the Agent Agents in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shall, to the satisfaction of the AgentAgents, acting reasonably, provided that each of the Agent Agents has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units Debentures and shall deliver to the Agent Agents as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the AgentAgents, which approval shall not be unreasonably withheld or delayed. 6.3. 6.3 The Corporation will in good faith discuss with the Agent Agents as promptly as possible any circumstance or event which is of such a nature that there is or reasonably ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. 6.4 If during the period of distribution of the Offered UnitsDebentures, there shall be any change in the Securities Laws which, in the reasonable opinion of the AgentAgents, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the AgentAgents, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. 6.1. The Corporation will During the period from the date of this Agreement to the Closing Date, the Issuer shall promptly notify the Agent Purchaser in writing if, prior to termination of the distribution of the Offered Units, there shall occur full particulars of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Issuer and its Subsidiaries taken as a whole; (b) any fact, event or circumstance which has arisen or been discovered and would have been required to have been stated in the Prospectus or the Registration Statement had the fact, event or circumstance arisen or been discovered on, or prior to, the date of the Prospectus or the Registration Statement, as applicable; and (c) any change in a any matter (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in the ProspectusProspectus or the Registration Statement, including all documents incorporated by reference, that would have been required to be stated or disclosed in the Prospectus or the Registration Statement, as applicable, had it arisen or been discovered on, or prior to, the U.S. Final Prospectus, date of the Prospectus or the Registration Statement Statement, as applicable, that is, or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change whichmay be, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation render any statement in the ProspectusProspectus or the Registration Statement, as applicable, misleading or untrue or that would result in the U.S. Final ProspectusProspectus or the Registration Statement, as applicable, not containing full, true and plain disclosure of all material facts relating to the Issuer, its Subsidiaries and the Securities or a Misrepresentation in the Prospectus or the Registration Statement or any Supplementary Materialwhich would result in the Prospectus or the Registration Statement, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such changeapplicable, not in complying (to the extent that such compliance is required) with any Securities Laws. 6.2. During the period of distribution of the Offered UnitsThe Issuer shall promptly, the Corporation will promptly notify the Agent and in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shallevent within any applicable time limitation, comply, to the reasonable satisfaction of the AgentPurchaser, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within with all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing filings and other requirements under Securities Laws including as a result of any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Materialforegoing. Subject to its obligations under Securities LawsHowever, the Corporation will Issuer shall not file any such new amended disclosure documentation Prospectus Amendment, any amendment to the Registration Statement, or material change report any other document without first obtaining approval from the written approval of Purchaser, after consultation with the Purchaser with respect to the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed. 6.3thereof. The Corporation will Issuer shall in good faith discuss with the Agent as promptly as possible Purchaser any circumstance fact, event or event change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or reasonably ought to be consideration given reasonable doubt as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, written notice to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is requiredPurchaser need be given under this paragraph.

Material Change During Distribution. 6.1. The (a) During the Distribution of the Qualified Securities, the Corporation will shall promptly notify the Agent Agents in writing if, prior to termination of the distribution of the Offered Units, there shall occur of: (i) any material change (actual, anticipated, contemplated, proposed or threatened) in the business, affairs, business prospects, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in a any material fact or matter covered by a statement contained in the ProspectusProspectus or any Prospectus Amendment (collectively, the U.S. Final Prospectus“Offering Documents”) which change is, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change whichmay be, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, Offering Documents misleading or untrue or which would result in a misrepresentation in any of the Offering Documents or which would result in the Prospectus or any Prospectus Amendment not in compliance complying with the Applicable Securities Laws or other laws of any Securities LawsCanadian Selling Jurisdiction. 6.2. During the period of distribution (b) The Corporation will comply with Section 57 of the Offered UnitsSecurities Act (Ontario) and with the comparable provisions of other Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation will promptly notify the Agent in writing with full particulars of prepare and will file any such change referred to Prospectus Amendment, which, in the preceding paragraph opinion of the Agents and their counsel, acting reasonably, may be necessary to continue to qualify the Qualified Securities for Distribution in each of the Canadian Selling Jurisdictions. (c) In addition to the provisions of subsections 5(a) and 5(b), the Corporation shall, to the satisfaction of the Agent, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed. 6.3. The Corporation will in good faith faith, discuss with the Agent as promptly as possible Agents any circumstance fact or event change in circumstances (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this section and shall consult with the Agents with respect to the form and content of any amendment or reasonably ought other Prospectus Amendment proposed to be consideration given as to whether there may be a material change or change in a material fact filed by the Corporation, it being understood and agreed that no such amendment or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there Prospectus Amendment shall be filed with any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, Regulator prior to the satisfaction of review thereof by the AgentAgents and their counsel, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. 6.1. The Corporation (a) During the period from the date of this Agreement to the Closing Date, PERC will promptly notify the Agent Standby Purchasers in writing if, prior to termination of the distribution full particulars of the Offered Units, there shall occur any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of PERC and its subsidiaries taken as a whole. (b) During the period from the date of this Agreement to the date of filing of the Final Prospectus with the Canadian Securities Commissions, PERC will promptly notify the Standby Purchasers in writing of the full particulars of: (i) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (ii) any change in a any material fact contained in the Prospectus, the U.S. Final Prospectusincluding all documents incorporated by reference, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material which fact or any other material change concerning the Corporation is, or any other change whichmay be, in each case, is of such a nature as to result inin a Misrepresentation in the Prospectus or that would result in the Prospectus not complying with applicable Securities Laws. (c) During the period from the date of filing of the Final Prospectus with the Canadian Securities Commissions to the Closing Date, PERC will, on a weekly basis on the Weekly Diligence Date, notify the Standby Purchasers in writing of the full particulars of: (i) any material adverse fact that has arisen or could been discovered and that would be considered reasonably likely required to result in, a misrepresentation be disclosed in the Prospectus if filed on such date; and (ii) any change in any material fact contained in the Prospectus, the U.S. Final Prospectusincluding all documents incorporated by reference, the Registration Statement which fact or any Supplementary Material, as they exist immediately prior to such changechange is, or could render any may be, of such a nature as to result in a Misrepresentation in the foregoing, as they exist immediately prior to such change, Prospectus or that would result in the Prospectus not in compliance complying with any applicable Securities Laws. 6.2. During the period of distribution of the Offered Units(d) PERC will promptly, the Corporation will promptly notify the Agent and in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shallevent within any applicable time limitation, comply, to the satisfaction of the AgentStandby Purchasers, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within with all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or filings and other Supplementary Material, as the case may be, or material change report as may be required requirements under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution as a result of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed such fact or commercial copies of any such new Prospectus orchange. However, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation PERC will not file any such new amended disclosure documentation Prospectus Amendment or material change report other document without first obtaining approval from the written approval of Standby Purchasers, after consultation with the Standby Purchasers with respect to the form and content thereof by the Agentthereof, which approval shall will not be unreasonably withheld withheld, conditioned or delayed. 6.3. The Corporation PERC will in good faith discuss with the Agent as promptly as possible Standby Purchasers any circumstance fact or event which change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) that is of such a nature that there is or reasonably ought to reasonable doubt whether written notice need be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1under this Section 4.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. 6.1. The 7.1 Commencing on the date hereof and until the completion of distribution of the Common Shares, the Corporation will shall promptly notify the Agent in writing ifof: (a) any change (actual, prior to termination anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or control of the distribution of Corporation or its Subsidiary that would be material to the Offered UnitsCorporation and its Subsidiary taken as a whole, there shall occur and (b) any change in any material change fact or change in a any misstatement of any material fact contained in the Preliminary Prospectus, the U.S. Final Prospectus or any Prospectus Amendment, or the existence of any new material fact not disclosed in the Preliminary Prospectus, the Registration Statement Prospectus or any Supplementary Material Prospectus Amendment, which change, misstatement or any event or development involving a prospective material change or a change in a new material fact is, or any other material change concerning the Corporation or any other change whichmay be, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in render the Preliminary Prospectus, the U.S. Final Prospectus or any Prospectus Amendment misleading or untrue or would result in a misrepresentation therein or would result in the Preliminary Prospectus, the Registration Statement Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, Prospectus Amendment not in compliance complying with any Securities LawsLaws other than the state and federal securities laws of the United States, as the case may be, or which change, misstatement or new material fact would reasonably be expected to have an adverse effect on the market price or value of the common shares of the Corporation. 6.2. During the period of distribution of the Offered Units7.2 The Corporation shall promptly, the Corporation will promptly notify the Agent and in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shallevent within any applicable time limitation, comply, to the satisfaction of the Agent, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within with all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or filings and other Supplementary Material, as the case may be, or material change report as may be required requirements under the Securities Laws and shall comply with all other applicable filing the rules and other requirements under Securities Laws including any requirements necessary to qualify the distribution by-laws of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus orTSE and, if requiredapplicable, other Supplementary Material. Subject United States securities laws as a result of such change, misstatement or new material fact referred to its obligations under Securities Lawsin Section 7.1, provided that the Corporation will shall not file any such new amended disclosure documentation Prospectus Amendment or material change report other document relating to the Subject Securities without first obtaining the written approval of the Agent, after consultation with the Agent with respect to the form and content thereof by the Agentthereof, which approval shall not be unreasonably withheld or delayed. 6.3. The Corporation will shall in good faith discuss with the Agent as promptly as possible any circumstance such fact, misstatement or event new material fact (actual, contemplated or threatened, financial or otherwise) which is of such a nature that there is or reasonably ought reasonable doubt whether written notice need be given under this paragraph. The Corporation shall allow the Agent to be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws conduct all "due diligence" investigations which, in the reasonable opinion of the Agent, requires are required in order to responsibly execute any certificate required to be executed by the filing Agent in any Prospectus Amendment. The Corporation shall promptly deliver or cause to be delivered to the Agent and the Agent's counsel a copy of Supplementary Materialeach Prospectus Amendment, signed as required by applicable Securities Laws by all parties other than the Agent, as well as opinions and letters with respect to each such Prospectus Amendment to the same effect as those referred to in Section 4 and dated the date of such Prospectus Amendment. 7.3 The delivery to the Agent of a Prospectus Amendment shall constitute a representation and warranty to the Agent by the Corporation shallwith respect to the Preliminary Prospectus or the Prospectus, as the case may be, as amended, modified or superceded by such Prospectus Amendment and by each Prospectus Amendment previously delivered to the Agent as aforesaid, to the satisfaction same effect as set forth in Sections 4 and 5. Such delivery shall also constitute the consent and authorization of the Corporation to the use of the Preliminary Prospectus, or the Prospectus, as the case may be, as so amended, by the Agent in connection with the distribution of the Common Shares and the Purchase Warrants underlying the Special Warrants, the Compensation Purchase Warrants underlying the Broker's Options and the Fiscal Advisor Warrants underlying the Fiscal Advisor Option in the Selling Jurisdictions. 7.4 The Corporation shall deliver or cause to be delivered to the Agent, acting reasonablyas soon as possible, promptly prepare and file without charge, as many commercial copies of any Prospectus Amendment in such Supplementary Material with cities in the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is requiredas the Agent may request.

Material Change During Distribution. 6.1. The ‌ (a) During the Distribution of the Qualified Securities, the Corporation will shall promptly notify the Agent Agents in writing if, prior to termination of the distribution of the Offered Units, there shall occur of: (i) any material change (actual, anticipated, contemplated, proposed or threatened) in the business, affairs, business prospects, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation; (ii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Prospectus had the fact arisen or been discovered on, or prior to, the date of the Prospectus; and (iii) any change in a any material fact or matter covered by a statement contained in the ProspectusProspectus or any Prospectus Amendment (collectively, the U.S. Final Prospectus“Offering Documents”) which change is, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change whichmay be, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not Offering Documents misleading or untrue or which would result in compliance with a misrepresentation in any Securities Laws. 6.2. During the period of distribution of the Offered UnitsOffering Documents or which would result in the Prospectus or any Prospectus Amendment not complying with the Applicable Securities Laws or other laws of any Canadian Selling Jurisdiction.‌ (b) The Corporation will comply with Section 57 of the Securities Act (Ontario) and with the comparable provisions of other Applicable Securities Laws in the Canadian Selling Jurisdictions, and the Corporation will promptly notify the Agent in writing with full particulars of prepare and will file any such change referred to Prospectus Amendment, which, in the preceding paragraph opinion of the Agents and their counsel, acting reasonably, may be necessary to continue to qualify the Qualified Securities for Distribution in each of the Canadian Selling Jurisdictions. (c) In addition to the provisions of subsections 5(a) and 5(b), the Corporation shall, to the satisfaction of the Agent, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed. 6.3. The Corporation will in good faith faith, discuss with the Agent as promptly as possible Agents any circumstance fact or event change in circumstances (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this section and shall consult with the Agents with respect to the form and content of any amendment or reasonably ought other Prospectus Amendment proposed to be consideration given as to whether there may be a material change or change in a material fact filed by the Corporation, it being understood and agreed that no such amendment or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there Prospectus Amendment shall be filed with any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, Regulator prior to the satisfaction of review thereof by the AgentAgents and their counsel, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. 6.1. The Corporation will During the period from the date of this Agreement to the Closing Date, WEF shall promptly notify the Agent Standby Purchaser in writing if, prior to termination of the distribution of the Offered Units, there shall occur full particulars of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of WEF and its subsidiaries taken as a whole; (b) any fact, event or circumstance which has arisen or been discovered and would have been required to have been stated in the Prospectus had the fact, event or circumstance arisen or been discovered on, or prior to, the date of the Prospectus; and (c) any change in a any matter (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact fact) contained in the Prospectus, including all documents incorporated by reference, that would have been required to be stated or disclosed in the U.S. Final Prospectus had it arisen or been discovered on, or prior to, the date of the Prospectus, the Registration Statement that is, or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change whichmay be, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation render any statement in the ProspectusProspectus misleading or untrue or that would result in the Prospectus not containing full, true and plain disclosure of all material facts relating to WEF, its subsidiaries and the U.S. Final Prospectus, Securities or a Misrepresentation in the Registration Statement Prospectus or any Supplementary Material, as they exist immediately prior which would result in the Prospectus not complying (to the extent that such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance is required) with any Securities Laws. 6.2. During the period of distribution of the Offered UnitsWEF shall promptly, the Corporation will promptly notify the Agent and in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shallevent within any applicable time limitation, comply, to the reasonable satisfaction of the AgentStandby Purchaser, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within with all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing filings and other requirements under Securities Laws including as a result of any requirements necessary to qualify the distribution of the Offered Units and foregoing. However, WEF shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation Prospectus Amendment or material change report other document without first obtaining approval from the written approval of Standby Purchaser, after consultation with the Standby Purchaser with respect to the form and content thereof by the Agentthereof, which approval shall will not be unreasonably withheld or delayed. 6.3. The Corporation will WEF shall in good faith discuss with the Agent as promptly as possible Standby Purchaser any circumstance fact, event or event change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or reasonably ought to be consideration given reasonable doubt as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, written notice to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is requiredStandby Purchaser need be given under this paragraph.

Material Change During Distribution. 6.1. The Corporation will During the Distribution Period, Issuer shall promptly notify the Agent in writing if, prior to termination of the distribution of the Offered Units, there shall occur of: (a) any material change (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise) or capital of Issuer; (b) any material fact that has arisen or has been discovered which would have been required to have been stated in the Final Prospectus or a Prospectus Amendment had the fact arisen or been discovered on, or prior to, the date of the Final Prospectus or the Prospectus Amendment; and (c) any change in a any material fact or matter covered by a statement contained in the Prospectus, the U.S. Final Prospectus, the Registration Statement Prospectus or any Supplementary Material Prospectus Amendment which change is, or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change whichmay be, in each case, is of such a nature as to render any statement in the Final Prospectus or any Prospectus Amendment misleading or untrue or which would result in, or could be considered reasonably likely to result in, in a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement Prospectus or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any Securities Laws. 6.2Prospectus Amendment. During the period of distribution of the Offered UnitsDistribution Period, the Corporation will promptly notify the Agent Issuer shall promptly, and in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shallevent within any applicable statutory time limitation, comply, to the reasonable satisfaction of the Agent, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within with all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing filings and other requirements under the Canadian Securities Laws including any requirements necessary to qualify the distribution as a result of the Offered Units and such material fact or change; provided that Issuer shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation Prospectus Amendment or material change report other document without first obtaining the written approval of the Agent, after consultation with the Agent with respect to the form and content thereof by the Agent, which approval thereof. Issuer shall not be unreasonably withheld or delayed. 6.3. The Corporation will in good faith discuss with the Agent as promptly as possible any circumstance fact or event change in circumstances (actual, anticipated, contemplated, proposed or threatened, financial or otherwise) which is of such a nature that there is or reasonably ought to reasonable doubt whether written notice need be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4under this Section. If during During the period Distribution Period, Issuer shall advise the Agent promptly, and forthwith provide the Agent with copies, of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate written communications issued by any securities regulatory authority in each or by the TSXV (a) suspending or preventing the use of the Qualifying Jurisdictions Prospectus or a Prospectus Amendment; or (b) otherwise relating to the Prospectus or the Offering. Issuer shall deliver promptly to the Agent signed and with certified copies of all Prospectus Amendments and the SEC, or in any other Selling Jurisdictions where such filing is required.Agent agrees to provide the same to each person who has received a Final Prospectus

Material Change During Distribution. 6.1. The Corporation will During the period from the date of this Agreement to the earlier of the completion of the distribution by the Standby Purchasers of the Standby Subscription Receipts and the underlying Common Shares (as notified by the Standby Purchasers pursuant to Section 4.4) and ninety (90) days after the Closing Date (the “Qualification Period”), Catalyst shall promptly notify the Agent Standby Purchasers in writing if, prior to termination of the distribution of the Offered Units, there shall occur of: (a) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of Catalyst and its subsidiaries taken as a whole; (b) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (c) any change in a any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Prospectus, the U.S. Final Prospectusincluding all documents incorporated by reference, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material which fact or any other material change concerning the Corporation is, or any other change whichmay be, in each case, is of such a nature as to result in, or could be considered reasonably likely to result in, a misrepresentation render any statement in the Prospectus, Prospectus misleading or untrue or which would result in a Misrepresentation in the U.S. Final Prospectus, Prospectus or which would result in the Registration Statement or any Supplementary Material, as they exist immediately prior Prospectus not complying (to the extent that such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance is required) with any Canadian Securities Laws. 6.2. During the period of distribution of the Offered UnitsCatalyst shall promptly, the Corporation will promptly notify the Agent and in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shallevent within any applicable time limitation, comply, to the reasonable satisfaction of the AgentStandby Purchasers, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within with all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or filings and other Supplementary Material, as the case may be, or material change report as may be required requirements under the Securities Laws and as a result of such fact or change. However, Catalyst shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation Prospectus Amendment or material change report other document without first obtaining approval from the written approval of Standby Purchasers, after consultation with the Standby Purchasers with respect to the form and content thereof by the Agentthereof, which approval shall will not be unreasonably withheld or delayed. 6.3. The Corporation will Catalyst shall in good faith discuss with the Agent as promptly as possible Standby Purchasers any circumstance fact or event change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or reasonably ought to reasonable doubt whether written notice need be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1under this Section 4.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.

Material Change During Distribution. 6.1. The 5.1 During the Distribution Period, the Corporation will shall promptly notify the Agent Lead Underwriter in writing if, prior to termination of the distribution full particulars of: (a) any change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, prospects, liabilities (contingent or otherwise), capital, ownership or control of the Offered UnitsCorporation, there shall occur Legerity or any of their respective subsidiaries, that would be material change or to the Corporation, Legerity and their respective subsidiaries taken as a whole; and (b) any change in a material fact contained in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other misstatement or omission of any material change concerning fact in the Corporation Disclosure Documents or any other change whichSubsequent Disclosure Documents, or the existence of any new material fact not disclosed in each casethe Disclosure Documents or any Subsequent Disclosure Documents, is which change, misstatement, omission or new material fact is, or may be, of such a nature as to render the Disclosure Documents misleading or untrue in any material respect or would result in, or could be considered reasonably likely to result in, in a misrepresentation therein or would result in the ProspectusDisclosure Documents not complying in any material respect with any Securities Legislation or which change, misstatement or new material fact would reasonably be expected to have a material effect on the U.S. Final Prospectusmarket price or value of the Offered Securities. 5.2 The Corporation shall promptly, and in any event within any applicable time limitation, comply, to the Registration Statement or any Supplementary Materialreasonable satisfaction of the Underwriters, with all applicable filings and other requirements under the Securities Legislation in the Qualifying Provinces and the United States and the rules and by-laws of the Exchanges arising as they exist immediately prior to a result of such change, misstatement or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any Securities Laws. 6.2. During the period of distribution of the Offered Units, the Corporation will promptly notify the Agent in writing with full particulars of any such change new material fact referred to in the preceding paragraph and the Corporation shall, to the satisfaction of the Agent, acting reasonably5.1, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation Prospectus Amendment and U.S. Prospectus Amendment or material change report other document relating to the Offered Securities without first obtaining the written approval of the Underwriters, after consultation with the Underwriters with respect to the form and content thereof by the Agent, which approval shall will not be unreasonably withheld or delayed. 6.3. The Corporation will shall in good faith discuss with the Agent as promptly as possible Underwriters any circumstance such fact, misstatement or event new material fact (actual, contemplated or threatened, financial or otherwise) which is of such a nature that there is or reasonably ought reasonable doubt whether written notice need be given under this paragraph. The Corporation shall allow the Underwriters to be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws conduct all "due diligence" investigations which, in the reasonable opinion of the AgentUnderwriters, requires are required in order to responsibly execute any certificate required to be executed by the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or Underwriters in any other Selling Jurisdictions where such filing is required.Prospectus Amendment and U.S.

Material Change During Distribution. 6.1. The Corporation will During the Distribution Period, Xxxxxx shall promptly notify the Agent Agents in writing ifof: (a) any material change (actual, prior to termination anticipated, contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise) or capital of the distribution Fund, the Marret MSIF Trust or Marret; (b) any material fact that has arisen or has been discovered which was not stated in the Final Prospectus or a Prospectus Amendment and which would have been required to have been stated in the Final Prospectus or Prospectus Amendment had the fact arisen or been discovered on, or prior to, the date of the Final Prospectus or Prospectus Amendment; and (c) any change in any fact or matter covered by a statement contained in the Prospectus or a Prospectus Amendment, which change or fact is, or may be, of such a nature as to render the Prospectus or any Prospectus Amendment misleading or untrue in any material respect or would result in any of such documents containing a misrepresentation, as defined under Canadian Securities Laws, or which would result in any of such documents not complying in any material respect with any of the Canadian Securities Laws or which change would reasonably be expected to have a significant effect on the market price of the Class A Units or value of the Offered Units, there . The Fund shall occur in good faith discuss with the Agents any material change or change in a material fact contained in circumstances (actual or proposed within the Prospectus, knowledge of the U.S. Final Prospectus, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material fact or any other material change concerning the Corporation or any other change which, in each case, Fund) which is of such a nature as to result in, or could give rise to a reasonable question as to whether notice should be considered reasonably likely to result in, a misrepresentation in the Prospectus, the U.S. Final Prospectus, the Registration Statement or any Supplementary Material, as they exist immediately prior to such change, or could render any of the foregoing, as they exist immediately prior to such change, not in compliance with any Securities Laws. 6.2. During the period of distribution of the Offered Units, the Corporation will promptly notify the Agent in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shall, given to the satisfaction of the Agent, acting reasonably, provided that the Agent has taken all actions required by it hereunder Agents pursuant to permit the Corporation to do so, file promptly this Section 7 and, in any event, prior to making any filing. Where it has been determined to be appropriate, promptly and in any event, within all the applicable statutory time limitation periods with the Securities Commissions or the SEC a new Prospectuslimitation, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or other Supplementary Material, as the case may be, or material change report as may be required under the Securities Laws and shall comply with all other applicable filing and other requirements under the Canadian Securities Laws including Laws; provided that the Fund and Marret shall allow the Agents and their counsel to participate fully in the preparation of any requirements necessary Prospectus Amendment or Non-Offering Prospectus Amendment and to qualify conduct all due diligence investigations that the distribution Agents may reasonably require to fulfill their obligations as agents and in order to enable the Agents responsibly to execute the certificate required to be executed by them in any Prospectus Amendment and the Agents shall have approved the form of any Prospectus Amendment, such approval not to be unreasonably withheld and to be provided in a timely manner. During the Distribution Period, the Fund shall advise the Agents promptly, and forthwith provide the Agents with copies, of any written communications issued by any securities regulatory authority or by the TSX: (a) suspending or preventing the use of the Offered Prospectus, Non-Offering Prospectus, a Prospectus Amendment or a Non-Offering Prospectus Amendment or imposing any cease trading or stop order or any halt in trading relating to the Class A Units or instituting or threatening any proceedings for that purpose; or (b) otherwise relating to the Prospectus, the Non-Offering Prospectus or the Offering. The Fund shall use its commercially reasonable efforts to prevent the issuance of any such cease-trading or stop order and, if issued, shall forthwith take all reasonable steps which it is able to take and which may be necessary or desirable in order to obtain the withdrawal thereof as soon as possible. The Fund shall deliver promptly to the Agents signed and certified copies of all Prospectus Amendments. Concurrently with the filing of any Prospectus Amendment or as soon as possible thereafter, Xxxxxx shall deliver to counsel to the Agent Agents for and on behalf of the Agents, with respect to such Prospectus Amendment, documents similar to those referred to in Sections 3(c), (d), (e) and (f), as soon applicable. During the Distribution Period, each Portfolio Manager, as practicable thereafter its reasonable requirements applicable, shall promptly notify the Agents in writing of conformed or commercial copies the particulars of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed. 6.3. The Corporation will in good faith discuss with the Agent as promptly as possible any circumstance or event which is of such a nature that there is or reasonably ought to be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1. 6.4. If during the period of distribution of the Offered Units, there shall be any adverse change in the Securities Laws whichbusiness, affairs or operations of such Portfolio Manager or any material change in the reasonable opinion of disclosure in the Agent, requires the filing of Supplementary Material, the Corporation shall, Prospectus related to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is requiredPortfolio Manager.

Material Change During Distribution. 6.1. The Corporation will (a) During the period from the date of this Agreement to the Closing Date, ATS shall promptly notify the Agent Standby Purchasers in writing if, prior to termination of the distribution of the Offered Units, there shall occur any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of ATS and its subsidiaries taken as a whole. (b) During the period from the date hereof to the date of filing of the Final Prospectus with the Canadian Securities Commissions, ATS shall promptly notify the Standby Purchasers in writing of: (i) any material fact that has arisen or been discovered and that would be required to be disclosed in the Prospectus if filed on such date; and (ii) any change in a any material fact contained in the Prospectus, the U.S. Final Prospectusincluding all documents incorporated by reference, the Registration Statement or any Supplementary Material or any event or development involving a prospective material change or a change in a material which fact or any other material change concerning the Corporation is, or any other change whichmay be, in each case, is of such a nature as to result inin a Misrepresentation in the Prospectus or that would result in the Prospectus not complying with applicable Securities Laws. (c) During the period from the date of filing of the Final Prospectus with the Canadian Securities Commissions to the Closing Date, ATS shall, on a weekly basis on the Weekly Diligence Date, notify the Standby Purchasers in writing of: (i) any material adverse fact that has arisen or could been discovered and that would be considered reasonably likely required to result in, a misrepresentation be disclosed in the Prospectus if filed on such date; and (ii) any change in any material fact contained in the Prospectus, the U.S. Final Prospectusincluding all documents incorporated by reference, the Registration Statement which fact or any Supplementary Material, as they exist immediately prior to such changechange is, or could render any may be, of such a nature as to result in a Misrepresentation in the foregoing, as they exist immediately prior to such change, Prospectus or that would result in the Prospectus not in compliance complying with any applicable Securities Laws. 6.2. During the period of distribution of the Offered Units(d) ATS shall promptly, the Corporation will promptly notify the Agent and in writing with full particulars of any such change referred to in the preceding paragraph and the Corporation shallevent within any applicable time limitation, comply, to the satisfaction of the AgentStandby Purchasers, acting reasonably, provided that the Agent has taken all actions required by it hereunder to permit the Corporation to do so, file promptly and, in any event, within with all applicable time limitation periods with the Securities Commissions or the SEC a new Prospectus, the U.S. Final Prospectus, post-effective amendment to the Registration Statement or filings and other Supplementary Material, as the case may be, or material change report as may be required requirements under the Securities Laws and as a result of such fact or change. ATS shall comply with all other applicable filing and other requirements under Securities Laws including any requirements necessary to qualify the distribution of the Offered Units and shall deliver to the Agent as soon as practicable thereafter its reasonable requirements of conformed or commercial copies of any such new Prospectus or, if required, other Supplementary Material. Subject to its obligations under Securities Laws, the Corporation will not file any such new amended disclosure documentation or material change report without first obtaining the written approval of the form and content thereof by the Agent, which approval shall not be unreasonably withheld or delayed. 6.3. The Corporation will in good faith discuss with the Agent as promptly as possible Standby Purchasers any circumstance fact or event which change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) that is of such a nature that there is or reasonably ought to reasonable doubt whether written notice need be consideration given as to whether there may be a material change or change in a material fact or other change described in paragraph 6.1under this Section 4.1. 6.4. If during the period of distribution of the Offered Units, there shall be any change in the Securities Laws which, in the reasonable opinion of the Agent, requires the filing of Supplementary Material, the Corporation shall, to the satisfaction of the Agent, acting reasonably, promptly prepare and file such Supplementary Material with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions and with the SEC, or in any other Selling Jurisdictions where such filing is required.