Common use of Material Change or Change in Material Fact During Distribution Clause in Contracts

Material Change or Change in Material Fact During Distribution. (i) After the date of this Agreement, the Company shall promptly advise the Representatives in writing of: (A) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed or threatened) in the earnings, business, properties, operations, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and the subsidiaries taken as a whole; (B) any material fact that has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, or prior to, the date of such document; and (C) any change in 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 Offering Documents or any occurrence of a material fact after the date of this Agreement, which change or fact is, or would reasonably be expected to be, of such a nature as to render any statement in the Offering Documents misleading or untrue or which would result in a misrepresentation in the Offering Documents or which would result in the Offering Documents not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale of the Offered Shares under the Final Offering Documents. (ii) The Company shall promptly, and in any event within any applicable time limitation, comply to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any change or fact contemplated under Section 3(g), provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without first consulting with the Underwriters. The Company shall in good faith discuss with the Underwriters any fact or change in circumstances which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 3(g). (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the Nasdaq and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases.

Material Change or Change in Material Fact During Distribution. (i) After During the period from the date of this AgreementAgreement to the later of the Closing Date and the date of completion of distribution of the Purchased Shares, the Company each of Tahoe and Goldcorp shall promptly advise notify the Representatives Underwriters in writing with all particulars, of (and Tahoe shall promptly notify Goldcorp in writing of: ): (Ai) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earningsbusiness, businessaffairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, operations, operating results, assets, liabilities prospects or prospects, whether assets of Tahoe or not arising from transactions in the ordinary course any of business, of the Company and the subsidiaries taken as a whole; its subsidiaries; (Bii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any an Offering Document Amendment had the fact arisen or been discovered on, or prior to, the date of such document; and ; (Ciii) any change in 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 an Offering Documents or any occurrence of a material fact after the date of this AgreementDocument, which fact or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the an Offering Documents Document misleading or untrue in any material respect or which would result in a misrepresentation in the such Offering Documents Document or which would result in the such Offering Documents Document not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States U.S. Securities Laws; and (iv) the occurrence of any event as a result of which (i) the Initial Registration Statement, the Amendment No. 1 to the Registration Statement, the Amendment No. 2 to the Registration Statement, the Registration Statement or any Registration Statement Amendment, in each casecase as amended immediately prior to such occurrence, as at would include any time up untrue statement of a material fact or omit to and including state a material fact required to be stated therein or necessary in order to make the later of the First Closing Date (orstatements therein not misleading, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale of the Offered Shares under the Final Offering Documents. or (ii) The Company the U.S. Preliminary Prospectus, the U.S. Final Prospectus, any U.S. Amended Prospectus or any Issuer Free Writing Prospectus, in each case as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading, provided, however, in the case of Goldcorp, the obligations to notify the Underwriters in accordance with this subsection shall only apply to the extent that any such change, fact or change in material fact relates to a Goldcorp Matter. Tahoe shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the UnderwritersUnderwriters and Goldcorp, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States or U.S. Securities Laws as a result of such fact or change including any change or fact contemplated under Section 3(g), requirements necessary to qualify the distribution of the Purchased Shares; provided that the Company Tahoe shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment U.S. Amended Prospectus or other document, document without first consulting obtaining from the Underwriters and Goldcorp their approval, after consultation with the UnderwritersUnderwriters and Goldcorp with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed and provided further that Tahoe will not be required to register or qualify the Purchased Shares for sale or distribution outside Canada or the United States. The Company Tahoe shall in good faith discuss with the Underwriters and Goldcorp any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is is, or could be, reasonable doubt whether written notice need be given under this Section 3(g). (iii) The Company covenants and agrees with subsection. Tahoe shall deliver to the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion Goldcorp as soon as practicable their reasonable requirements of the offer and sale of the Offered Shares, conformed or commercial copies of any filings made by the Company of information relating new Prospectus, Prospectus Amendment, U.S. Prospectus or U.S. Amended Prospectus filed pursuant to the offering of the Offered Shares with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the Nasdaq and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releasessubsection.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date of this AgreementAgreement to the later of the Closing Date and the date of completion of distribution of the Offered Shares under the Supplemented PREP Prospectus and the Final U.S. Placement Memorandum, the Company Corporation, Hydro One Inc. or the Selling Shareholder shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any filing made by the Corporation or the Selling Shareholder of information relating to the Offering with any securities exchange or Governmental Authority in Canada, the United States or any other jurisdiction (exclusive of information that is prepared or filed by the Selling Shareholder for legislative, regulatory (other than securities regulatory), policy or political purposes); (ii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in with respect to the earnings, business, properties, operations, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company Corporation and the subsidiaries Hydro One Group, taken as a whole; ; (Biii) any material fact that which has arisen or has been discovered and would have been required necessary to have been stated in the Offering Documents Supplemented PREP Prospectus or any Offering Document Amendment the Final U.S. Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such document; and and (Civ) any change in 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 Offering Documents Supplemented PREP Prospectus or any occurrence of a material Supplementary Material which fact after the date of this Agreement, which or change or fact is, or would may reasonably be expected to be, of such a nature as to render any statement in the Offering Documents Supplemented PREP Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Documents Supplemented PREP Prospectus or any Supplementary Material, or which would result in the Offering Documents Final U.S. Placement Memorandum containing any untrue statement of a material fact or omitting any statement that is necessary to make a statement contained in such disclosure not misleading in light of the circumstances under which it was made or which would result in the Supplemented PREP Prospectus or any Supplementary Material not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company Corporation and the Selling Shareholder shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings filing and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any a fact or change or fact contemplated under referred to in Section 3(g13(a), provided that the Company Corporation and the Selling Shareholder shall not file any Offering Document Amendment Supplementary Material or other document, or distribute any Offering Document Amendment or other document, document without first consulting with the Underwriters with respect to the form and content thereof and obtaining the approval of the Underwriters. , which approval will not be unreasonably withheld. (c) The Company Corporation and the Selling Shareholder shall in good faith discuss with the Co-Lead Underwriters any fact or change in circumstances (actual, anticipated, contemplated 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 3(g)13. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the Nasdaq and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date hereof to the later of the Closing Date and the date of this Agreementcompletion of distribution of the Shares under the Offering Documents and any Offering Document Amendment, the Company shall promptly advise notify the Representatives Underwriter and the Selling Shareholder in writing of: : (Ai) any filing made by the Company of information relating to the Offering with any securities exchange or governmental authority in Canada or the United States or any other jurisdiction; (ii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed by or threatened, financial or otherwise) or development that would be likely to result in a material change in the earningsresults of operations, financial condition, business, properties, operations, operating resultsaffairs, assets, properties, capital, liabilities (contingent or prospectsotherwise), cash flows, income or business operations of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, of the Company and the subsidiaries taken as a whole; ; (Biii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the any Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, on or prior to, to the date of such document; and and (Civ) any change in 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 any Offering Documents which fact or any occurrence of a material fact after the date of this Agreement, which change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the such Offering Documents misleading or untrue in any material respect or which would result in a misrepresentation in the such Offering Documents or which would result in the such Offering Documents not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the UnderwritersUnderwriter and the Selling Shareholder, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Applicable Securities Laws as a result of any a fact or change or fact contemplated under referred to in Section 3(g11(a) subject to Sections 5(b)(ii) and 5(b)(iii), provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without first consulting with the Underwriters. The Company shall in good faith discuss with the Underwriters Underwriter any fact or change in circumstances (actual, anticipated, contemplated 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 3(g)11. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the Nasdaq and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date of this AgreementAgreement to the later of the Closing Date and the date of completion of distribution of the Securities under the Final Prospectus and the U.S. Placement Memorandum, the Company Corporation shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any of the representations or warranties made by the Corporation in this Agreement being no longer true and correct; (ii) any filing made by the Corporation of information relating to the offering of the Securities with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction; (iii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earnings, business, propertiesaffairs, operations, operating results, assets, liabilities (contingent or prospects, whether otherwise) or not arising from transactions in the ordinary course of business, capital of the Company and the subsidiaries taken as a whole; Corporation; (Biv) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Offering Documents Final Prospectus or any Offering Document Amendment the U.S. Placement Memorandum had the fact arisen or been discovered on, or prior to, the date of such document; and and (Cv) any change in 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 Offering Documents Final Prospectus, the U.S. Placement Memorandum or any occurrence of a material Prospectus Amendment which fact after the date of this Agreement, which or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Offering Documents Final Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Documents Final Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment or which would result in the Offering Documents Final Prospectus or any Prospectus Amendment not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsSecurities. (iib) The Company Corporation shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any a fact or change or fact contemplated under referred to in Section 3(g12(a), provided that the Company Corporation shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment or other document, document without first consulting obtaining from the Underwriters the approval of the Underwriters, after consultation with the UnderwritersUnderwriters with respect to the form and content thereof, which approval will not be unreasonably withheld. The Company Corporation shall in good faith discuss with the Underwriters Lead Underwriter any fact or change in circumstances (actual, anticipated, contemplated 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 3(g)12. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the Nasdaq and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases.

Material Change or Change in Material Fact During Distribution. (i) After the date of this Agreement, the Company shall promptly advise the Representatives in writing of: (A) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed or threatened) in the earnings, business, properties, operations, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and the subsidiaries taken as a whole; (B) any material fact that has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, or prior to, the date of such document; and (C) any change in 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 Offering Documents or any occurrence of a material fact after the date of this Agreement, which change or fact is, or would reasonably be expected to be, of such a nature as to render any statement in the Offering Documents misleading or untrue or which would result in a misrepresentation in the Offering Documents or which would result in the Offering Documents not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale of the Offered Shares under the Final Offering Documents. (ii) The Company shall promptly, and in any event within any applicable time limitation, comply to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any change or fact contemplated under Section 3(g), provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without first consulting with the Underwriters. The Company shall in good faith discuss with the Underwriters any fact or change in circumstances which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 3(g). (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the Nasdaq NASDAQ and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases.

Material Change or Change in Material Fact During Distribution. (i) After During the period from the date of this AgreementAgreement to the later of the Closing Date, the Option Closing Date and the date of completion of distribution of the Shares and the Offered Shares, the Company shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed contemplated or threatened, financial or otherwise) in the earningsbusiness, businessaffairs, liabilities (absolute, accrued, contingent or otherwise), capital, operations, financial condition, properties, operationsprospects or assets (including the Snowfield Project, operating results, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, Brucejack Project and the Snowfield/Brucejack Assets) of the Company and the subsidiaries taken as a whole; or 0890693; (Bii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the Offering Documents or any Offering Document Amendment Final Prospectus had the fact arisen or been discovered on, or prior to, the date of such document; and and (Ciii) any change in 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 Offering Documents Final Prospectus or any occurrence of a material fact after the date of this AgreementProspectus Amendment, which fact or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the Offering Documents Final Prospectus or any Prospectus Amendment misleading or untrue in any material respect or which would result in a misrepresentation in the Offering Documents Final Prospectus or any Prospectus Amendment or which would result in the Offering Documents Final Prospectus or any Prospectus Amendment not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Securities Laws, in each case, as at any time up to and including the later of the First Closing Date, the Option Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Shares and the Offered Shares under the Final Offering Documents. (ii) Shares. The Company shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Securities Laws as a result of any change such fact or fact contemplated under Section 3(g), change; provided that the Company shall not file any Offering Document Prospectus Amendment or other document, or distribute any Offering Document Amendment or other document, document without first consulting obtaining from the Underwriters their approval, after consultation with the UnderwritersUnderwriters with respect to the form and content thereof, which approval will not be unreasonably withheld or delayed. The Company shall in good faith discuss with the Underwriters any fact or change in circumstances (actual, anticipated, contemplated 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 3(gsection 9(a). (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the Nasdaq and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases.

Material Change or Change in Material Fact During Distribution. (ia) After During the period from the date hereof to the later of the Closing Date and the date of this Agreementcompletion of distribution of the Shares under the Offering Documents and any Offering Document Amendment, the Company shall promptly advise notify the Representatives Underwriters in writing of: : (Ai) any filing made by the Company of information relating to the Offering with any securities exchange or governmental authority in Canada or the United States or any other jurisdiction; (ii) any material change (whether actual, or, to the knowledge of the Company, anticipated, contemplated, proposed by or threatened, financial or otherwise) or development that would be likely to result in a material change in the earningsresults of operations, financial condition, business, properties, operations, operating resultsaffairs, assets, properties, capital, liabilities (contingent or prospectsotherwise), cash flows, income or business operations of the Company and WEC and their subsidiaries, in each case, taken as a whole, respectively, whether or not arising from transactions in the ordinary course of business, of the Company and the subsidiaries taken as a whole; ; (Biii) any material fact that which has arisen or has been discovered and would have been required to have been stated in the any Offering Documents or any Offering Document Amendment had the fact arisen or been discovered on, on or prior to, to the date of such document; and and (Civ) any change in 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 any Offering Documents or any occurrence of a material fact after the date of this AgreementDocuments, which fact or change or fact is, or would reasonably be expected to may be, of such a nature as to render any statement in the such Offering Documents misleading or untrue in any material respect or which would result in a misrepresentation in the such Offering Documents or which would result in the such Offering Documents Document not complying in all material respects (to the extent that such compliance is required) with Canadian Securities Laws or United States Applicable Securities Laws, in each case, as at any time up to and including the later of the First Closing Date (or, with respect to the Optional Shares, each Option Closing Date) and the date of completion of the offer and sale distribution of the Offered Shares under the Final Offering DocumentsShares. (iib) The Company shall promptly, and in any event within any applicable time limitation, comply comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under the Canadian Securities Laws and the United States Applicable Securities Laws as a result of any a fact or change or fact contemplated under referred to in Section 3(g10(a) subject to Sections 5(c)(iii) and 5(c)(iv), provided that the Company shall not file any Offering Document Amendment or other document, or distribute any Offering Document Amendment or other document, without first consulting with the Underwriters. The Company shall in good faith discuss with the Underwriters Joint Bookrunners any fact or change in circumstances (actual, anticipated, contemplated 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 3(g)10. (iii) The Company covenants and agrees with the Underwriters that it will: (A) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, copies of any filings made by the Company of information relating to the offering of the Offered Shares with any securities exchange or any regulatory body in Canada or the United States or any other jurisdiction; and (B) promptly provide to the Underwriters, during the period commencing on the date hereof and until completion of the offer and sale of the Offered Shares, drafts of any press releases (other than press releases which do not contain material facts and relate to promotion of Company products, sponsorship of events or similar press releases issued with a view to market the products of the Company as opposed to disclosing material facts or other material information) of the Company relating to the Company or the offering contemplated by this Agreement for review by the Underwriters and the Underwriters’ counsel prior to issuance, provided that the Company may issue such press releases immediately without prior Underwriters’ counsel review to the extent immediate release is required to comply with applicable Canadian Securities Laws or United States Securities Laws or other legislation or the rules and regulations of the TSX or the Nasdaq and further provided that the consent of the Underwriters shall not be required for the issuance of any such press releases.