Common use of Material Changes During Distribution Clause in Contracts

Material Changes During Distribution. (a) During the period from the date of this Agreement until the Automatic Exercise Date, the Company will, upon becoming aware of same, promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) of: (a) any material change (actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital of the Company; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with Securities Laws. (b) The Company will promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must in good faith discuss with the Agent any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6.

Material Changes During Distribution. (a) During the period from the date hereof to the completion of this Agreement until distribution of the Automatic Exercise DateUnderlying Securities, the Company willand, upon becoming aware of sameif known to the Selling Shareholders, the Selling Shareholders shall promptly notify the Agent Underwriter (and, if requested by the AgentUnderwriter, confirm such notification in writing) of: : (ai) 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 Company; Company and its subsidiaries; (bii) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such documentthe Final Prospectus; and and (ciii) any change in 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 Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any the Supplementary Material or any amendments or supplements thereto which change is, or may be, of such a nature as to render any material statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with the Canadian Securities Laws. (b) The Laws or which would reasonably be expected to have a significant effect on the market price or value of the Underlying Securities. During the period from the date hereof to the completion of distribution of the Underlying Securities, the Company will and, if known to the Selling Shareholders, the Selling Shareholders shall promptly, and in any event event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such fact or change; provided, however, provided that the Company must and, if applicable, the Selling Shareholders shall not file any Supplementary Material or other document without first advising obtaining approval of the Agent Underwriter, after consultation with the Underwriter with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may which approval shall not be filed with any Securities Commissions prior to advising the Agentunreasonably withheld. The Company must shall in good faith discuss with the Agent Underwriter any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to the Underwriter pursuant to this Section 6paragraph 7.

Material Changes During Distribution. (a) During the period from the date of this Agreement hereof until the Automatic Exercise DateUnderwriters notify the Company of the completion of the distribution of the Offered Shares in accordance with their obligations herein, the Company will, upon becoming aware of same, shall promptly notify the Agent Underwriters (and, if requested by the Agent, confirm such notification in writing) of: : (ai) 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 Company; , taken as a whole; (bii) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such documentdocuments; and and (ciii) any change in any material fact (which for the purposes of this Agreement will shall be deemed to include the disclosure of any previously undisclosed material fact) contained in previously publicly disclosed by the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus Company which fact or any Supplementary Material which change is, or may be, of such a nature as to render any statement in publicly made by the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material Company misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with Securities Lawsrespect. (b) The During the period from the date hereof until the Underwriters notify the Company will of the completion of the distribution of the Offered Shares in accordance with their obligations herein, the Company shall promptly, and in any event event, within any applicable time limitation, comply with all applicable filing and other requirements under Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must shall in good faith discuss with the Agent Underwriters any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to the Underwriters pursuant to this Section 63.

Material Changes During Distribution. (a) During the period from the date of this Agreement until the Automatic Exercise Escrow Release Date, the Company Companies will, upon becoming aware of same, promptly notify the Agent Agents (and, if requested by the AgentAgents, confirm such notification in writing) of: (a) any material change (actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital of the a Company; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Documents or Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Documents or Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Documents or Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Documents or Prospectus or any Supplementary Material not complying with Securities Laws. (b) The Company Companies will promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent Agents with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the AgentAgents. The Company must Companies will, in good faith faith, discuss with the Agent Agents any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6. (c) The Companies will, in good faith, discuss with the Agents 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 as to whether notice need be given to the Agent pursuant to this Section 6. Unless advised otherwise, the Agents will be entitled to assume that there has been no material change in any information provided by the Companies and will be entitled to rely thereon.

Material Changes During Distribution. (a) During the period from and including the date of this Agreement until hereof to the Automatic Exercise Expiry Date, the Company will, upon becoming aware of same, Corporation shall promptly notify Xxxxx in writing of the Agent (and, if requested by the Agent, confirm such notification in writing) particulars of: : (a) any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the management, control, business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company; Corporation and the Subsidiary taken as a whole; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material Material, which change is, is or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material Material, or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with any Applicable Securities Laws.; (bc) The Company will any material fact that has arisen which would have been required to have been stated in the Prospectus had the fact arisen on or prior to, the date of the Prospectus; (d) any request of any of the Securities Regulators for any amendment to the Preliminary Prospectus or the Prospectus or for any additional information relating thereto; and (e) the issuance by any of the Securities Regulators or by any other competent authority of any order to cease trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose. In any such case, the Corporation shall promptly, and in any event event, within any applicable time limitation, comply with all applicable filing and other requirements under Applicable Securities Laws as a result of such fact or change; provided, however, provided that the Company must Corporation shall not file any Supplementary Material or other document without first advising obtaining from Xxxxx the Agent approval of Xxxxx, after consultation with Xxxxx with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must Corporation shall, in good faith faith, discuss with the Agent Xxxxx any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to Xxxxx pursuant to this Section 66.5.

Material Changes During Distribution. (a) During the period from the date of this Agreement until the Automatic Exercise Date, the Company Companies will, upon becoming aware of same, promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) of: (a) any material change (actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital of the a Company; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Documents or Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Documents or Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Documents or Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Documents or Prospectus or any Supplementary Material not complying with Securities Laws. (b) The Company Companies will promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must Companies will, in good faith faith, discuss with the Agent any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6. (c) The Companies will, in good faith, discuss with the Agents 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 as to whether notice need be given to the Agent pursuant to this Section 6. Unless advised otherwise, the Agents will be entitled to assume that there has been no material change in any information provided by the Companies and will be entitled to rely thereon.

Material Changes During Distribution. (a) During the period from the date of this Agreement hereof until the Automatic Exercise DateUnderwriters notify the Company of the completion of the distribution of the Offered Shares in accordance with their obligations herein, the Company will, upon becoming aware of same, shall promptly notify the Agent Underwriters (and, if requested by the Agent, confirm such notification in writing) of: : (ai) 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 Company; , taken as a whole; (bii) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such documentdocuments; and and (ciii) any change in any material fact (which for the purposes of this Agreement will shall be deemed to include the disclosure of any previously undisclosed material fact) contained in previously publicly disclosed by the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus Company which fact or any Supplementary Material which change is, or may be, of such a nature as to render any statement in publicly made by the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material Company misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with Securities Lawsrespect. (b) The During the period from the date hereof until the Underwriters notify the Company will of the completion of the distribution of the Offered Shares in accordance with their obligations herein, the Company shall promptly, and in any event event, within any applicable time limitation, comply with all applicable filing and other requirements under Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must shall in good faith discuss with the Agent Underwriters any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to the Underwriters pursuant to this Section 64.

Material Changes During Distribution. (a) During the period from and including the date of this Agreement until hereof to the Automatic Exercise Expiry Date, the Company will, upon becoming aware of same, Corporation shall promptly notify GD Securities in writing of the Agent (and, if requested by the Agent, confirm such notification in writing) particulars of: : (a) any material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the management, control, business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company; Corporation and the Subsidiary taken as a whole; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material Material, which change is, is or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material Material, or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with any Applicable Securities Laws.; (bc) The Company will any material fact that has arisen which would have been required to have been stated in the Prospectus had the fact arisen on or prior to, the date of the Prospectus; (d) any request of any of the Securities Regulators for any amendment to the Preliminary Prospectus or the Prospectus or for any additional information relating thereto; and (e) the issuance by any of the Securities Regulators or by any other competent authority of any order to cease trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose. In any such case, the Corporation shall promptly, and in any event event, within any applicable time limitation, comply with all applicable filing and other requirements under Applicable Securities Laws as a result of such fact or change; provided, however, provided that the Company must Corporation shall not file any Supplementary Material or other document without first advising obtaining from GD Securities the Agent approval of GD Securities, after consultation with GD Securities with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must Corporation shall, in good faith faith, discuss with the Agent GD Securities any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, whether financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to GD Securities pursuant to this Section 66.5.

Material Changes During Distribution. (a) During the period from the date hereof to the completion of this Agreement until distribution of the Automatic Exercise DateUnderlying Shares, the Company will, upon becoming aware of same, shall promptly notify the Agent Agents (and, if requested by the AgentAgents, confirm such notification in writing) of: : (ai) any material adverse change (actual, anticipated, contemplated or threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company; ; (bii) any material adverse fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such documentthe Final Prospectus; and and (ciii) any change in any material adverse fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any the Supplementary Material or any amendments or supplements thereto which change is, or may be, of such a nature as to render any material statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not materially complying (to the extent that such compliance is required) with the Canadian Securities Laws. (b) The Laws or which would reasonably be expected to have a significant effect on the market price or value of the Underlying Shares. During the period from the date hereof to the completion of distribution of the Underlying Shares, the Company will promptlyshall promptly and, and in any event event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such fact or change; provided, however, provided that the Company must shall not file any Supplementary Material or other document without first advising obtaining approval of the Agent Agents, after consultation with the Agents with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material which approval shall not be unreasonably withheld or document may be filed with any Securities Commissions prior to advising the Agentdelayed. The Company must shall in good faith discuss with the Agent Agents any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to the Agents pursuant to this Section 6paragraph 7.

Material Changes During Distribution. (a) During the period from the date of this Agreement until to the Automatic Exercise Date, the Company will, upon becoming aware of same, promptly notify the Agent Agents (and, if requested by the AgentAgents, confirm such notification in writing) of: (a) any material change (actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital of the Company; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with the Securities Laws. (b) Laws in the Qualifying Jurisdictions. The Company will promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent Agents with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the AgentAgents. The Company must in good faith discuss with the Agent Agents any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6.

Material Changes During Distribution. (a) During the period from the date of this Agreement hereof until the Automatic Exercise Datecompletion of the distribution of the Flow-Through Shares, the Company will, upon becoming aware of same, shall promptly notify inform the Agent (and, if requested by the Agent, confirm such notification Underwriters in writing: (i) of: (a) If there shall occur any material change or change in a material fact (in either case, whether actual, anticipated, contemplated or threatened) threatened and other than a change or change in fact relating solely to the business, operations, assets, liabilities (contingent or otherwiseUnderwriters) or capital of the Company; (b) any event or development involving a prospective material change or a change in a material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such document; and (c) including any change in applicable laws) or any other change which would constitute a material change to, or a change in a material fact (which for concerning the purposes of this Agreement will be deemed to include Company or the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus Subsidiaries or any Supplementary Material other change which change is, or may be, is of such a nature as to render any statement result in, or could be considered reasonably likely to result in, a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading Material, or untrue could render any of the foregoing, not to be in compliance with applicable Canadian Securities Laws; or (ii) of any such actual, anticipated, contemplated, threatened or prospective change referred to in the preceding paragraph and the Company shall, to the satisfaction of the Underwriters, acting reasonably, provided the Underwriters have taken all action required by them hereunder to permit the Company to do so, file promptly and, in any material respect or which would result in a misrepresentation in event, within all applicable time limitation periods with the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or Qualifying Authorities any Supplementary Material or which would result material change report as may be required under Canadian Securities Laws and shall comply in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with Securities Laws. (b) The Company will promptly, and in any event within any applicable time limitation, comply all material respects with all other applicable filing and other requirements under Securities Laws as a result applicable securities laws including any requirements necessary to qualify the distribution of such fact or change; provided, however, that the Securities. The Company must will not file any Supplementary Material such new or other document amended disclosure documentation or material change report without first advising obtaining the Agent with respect to approval of the form and content thereofthereof by the Underwriters, it being understood and agreed that no such Supplementary Material which approval shall not be unreasonably withheld or document may be filed with any Securities Commissions prior to advising the Agentdelayed. The Company must will in good faith discuss with the Agent Underwriters as promptly as possible any fact circumstance or change in circumstance event which is of such a nature that there is is, or could ought to be reasonable doubt consideration given as to whether notice need be given there may be, a material change or change in a material fact or other change described in the preceding two paragraphs. For the purposes of this Agreement, the terms “material change”, “material fact” and “misrepresentation” shall have the meanings as defined under this Section 6Canadian Securities Laws.

Material Changes During Distribution. During each period of a distribution of Covered Bonds under the Covered Bond Prospectus, the Bank shall not, during the time period (athe “No Trading Period”) During in which the period from Bank believes, in its reasonable judgment, that any change described below (which has not been announced or is the date subject of this Agreement the filing of a confidential material change report) is sufficiently imminent and probable that a reasonably prudent reporting issuer would not trade in its own securities, continue the distribution of Covered Bonds until the Automatic Exercise Date, the Company will, upon becoming aware No Trading Period ends either through a change in circumstances or through a public announcement of same, promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) of: change or otherwise: (a) any material change (actual, anticipated, contemplated or threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company; Bank and its subsidiaries and affiliates (taken as a whole); (b) any material change in any matter covered by a statement contained or incorporated by reference in the Covered Bond Prospectus, as amended or supplemented immediately prior to such change; or (c) any fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Covered Bond Prospectus or any Supplementary Material had the fact arisen or been discovered on, on or prior to, to the date of such documenta Pricing Supplement relating thereto; and (c) any which change or fact in 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 Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material which change case is, or may be, of such a nature as as: (a) to render any statement in the Disclosure Documents, the Preliminary Covered Bond Prospectus, the Final Prospectus as amended or any Supplementary Material supplemented immediately prior to such change or fact, misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which respect; (b) would result in the Disclosure Documents, the Preliminary Covered Bond Prospectus, as amended or supplemented immediately prior to such change or fact, containing a misrepresentation as defined under Canadian Securities Laws; (c) would result in the Final Prospectus Covered Bond Prospectus, as amended or any Supplementary Material supplemented immediately prior to such change or fact, not complying with Securities Laws.the laws of any Qualifying Jurisdiction; or (bd) would reasonably be expected to have a significant effect on the market price or value of the Covered Bonds. The Company will promptly, and in any event within any applicable time limitation, Bank shall promptly comply with all applicable filing and other requirements under Canadian Securities Laws in the Qualifying Jurisdictions arising as a result of such fact change or change; providedfact, howeverbut need not submit any document required to be filed, that other than the Company must not file Covered Bond Prospectus, to the Dealers or the Dealers’ Counsel for their review and comment. In addition, if during the period of the distribution of Covered Bonds under the Covered Bond Prospectus, there is any change in any applicable Canadian Securities Laws which, in the opinion of the Bank’s counsel or the Dealers’ Counsel, requires the filing of any Supplementary Material or other document without first advising Material, the Agent with respect Bank will, to the form reasonable satisfaction of its counsel and content thereofthe Dealers’ Counsel, it being understood as soon as possible prepare and agreed that no file such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agentsecurities regulator in each of the Qualifying Jurisdictions where such filing is required. The Company must in good faith Bank shall also discuss with the Agent Dealers any change or fact or change in circumstance respect of which is there may be doubt respecting the applicability of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6section 3.2.

Material Changes During Distribution. (a) During the period from the date of this Agreement until to the Automatic Exercise Date, the Company will, upon becoming aware of same, promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) of: (a) any material change (actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital of the Company; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with the Securities Laws. (b) . The Company will promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under the Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must in good faith discuss with the Agent any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section paragraph 6.

Material Changes During Distribution. (a) During the period from the date of this Agreement until hereof to the Automatic Exercise DateExpiry Time, the Company will, upon becoming aware of same, shall promptly notify the Agent (and, if requested by the Agent, confirm such notification or cause the Agent to be notified promptly, in writing) writing 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 Company; Company or either Subsidiary; (b) any material fact which that has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such document; and the Preliminary Prospectus or the Final Prospectus, as the case may be; (c) any change in any material fact (which for the purposes of this Agreement will shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure DocumentsPreliminary Prospectus, the Final Prospectus or Supplementary Material, or the existence of any new material fact; and (d) any judicial, governmental or regulatory authority requesting any information, meeting or hearing related to the Offering, the Company or either Subsidiary or their respective businesses, which change or new material fact is, or may be, of such a nature as: (e) to render the Preliminary Prospectus, the Final Prospectus or Supplementary Material, as they exist taken together in their entirety immediately prior to such change or material fact, misleading or untrue or would result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation; (f) would result in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material which Material, as they exist taken together in their entirety immediately prior to such change isor material fact, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with any of the Canadian Securities Laws.; or (bg) The would reasonably be expected to have a significant effect on the market price or value of the Common Shares. During the period from the date hereof to the Expiry Time, the Company will promptly, and in any event within any applicable time limitation, shall promptly comply with all applicable filing and other requirements under the Canadian Securities Laws arising as a result of such fact any change, fact, event or changecircumstance referred to in this Section and shall prepare and file under all applicable Canadian Securities Laws, with all possible dispatch, and in any event within any time limit prescribed under applicable Canadian Securities Laws, any Supplementary Material as may be required under applicable Canadian Securities Laws; provided, however, provided that the Company must not file shall allow the Agent and its counsel to participate fully in the preparation of any Supplementary Material or other document without first advising and to conduct all due diligence investigations which the Agent with respect may reasonably require in order to fulfil its obligations as Agent under Canadian Securities Laws and in order to enable the Agent to execute responsibly any certificate required to be executed by it in any Supplementary Material and the Agent shall have approved the form of any Supplementary Material, such approval not to be unreasonably withheld and content thereof, it being understood and agreed that no such Supplementary Material or document may to be filed with any Securities Commissions prior to advising the Agentprovided in a timely manner. The Company must shall in good faith discuss with the Agent any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to the Agent pursuant to this Section 611. The delivery to the Agent of Supplementary Material shall constitute a representation and warranty to the Agent by the Company with respect to the Prospectus as amended, modified or superseded by such Supplementary Material and by any Supplementary Material previously delivered to the Agent as aforesaid, to the same effect as set forth in Section 9. Such delivery shall also constitute the consent of the Company to the use of the Prospectus, as amended, modified or superseded, by the Agent in connection with the distribution of securities hereunder.

Material Changes During Distribution. (a) During the period from the date of this Agreement until to the Automatic Exercise Date, the Company will, upon becoming aware of same, promptly notify the Agent Underwriters (and, if requested by the AgentUnderwriters, confirm such notification in writing) of: (a) any material change (actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital of the Company; (b) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying with the Securities Laws. (b) . The Company will promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under the Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent Canaccord with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the AgentCanaccord. The Company must in good faith discuss with the Agent Canaccord any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section paragraph 6.

Material Changes During Distribution. (a) During the period from From the date of this Agreement until completion of the Automatic Exercise Datedistribution of the Underlying Securities, the Company will, upon becoming aware of same, Corporation covenants and agrees with the Agents that it shall promptly notify the Agent Agents in writing with full particulars, in so far as it to relates to each party, of: (and, if requested by the Agent, confirm such notification in writing) of: (ai) any material change (financial or otherwise, actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital respect of the Company; Corporation or the terms of the IPO; (bii) any material fact in respect of the Corporation which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material 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 will shall be deemed to include the disclosure of any previously undisclosed material fact) (financial or otherwise, actual, anticipated, contemplated or threatened) contained in the Disclosure Documents, the Preliminary Prospectus, Prospectus or the Final Prospectus which fact or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material not complying with applicable Securities Laws. (b) The Company will promptly. From the date of this Agreement until the completion of the distribution of the Underlying Securities, the Corporation shall promptly notify and in any event within any applicable time limitation, comply comply, to the satisfaction of the Agents, acting reasonably, with all applicable filing filings and other requirements under applicable Securities Laws as a result of such fact or change; provided, however, provided that the Company must Corporation shall not file any Supplementary Material amendment or supplement to the Preliminary Prospectus or the Final Prospectus or other document without first advising providing the Agent Agents with a copy of such document and consulting with the Agents with respect to the form and content thereof, it being understood and agreed that no the Agents shall provide their input on the same in a timely manner. During such Supplementary Material or document may be filed with any Securities Commissions prior to advising period, the Agent. The Company must Corporation shall in good faith discuss with the Agent Agents any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice need be given under to the Agents pursuant to this Section 64(a).

Material Changes During Distribution. (a) During the period from From the date of this Agreement until completion of the Automatic Exercise Datedistribution of the Underlying Securities, the Company will, upon becoming aware of same, Corporation covenants and agrees with the Agents that it shall promptly notify the Agent Agents in writing with full particulars, in so far as it to relates to each party, of: (and, if requested by the Agent, confirm such notification in writing) of: (ai) any material change (financial or otherwise, actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital respect of the Company; Corporation or the terms of the Liquidity Event, or to knowledge of the Corporation, Organa Brands or Firefly, as applicable; (bii) any material fact in respect of the Corporation, or to the knowledge of the Corporation in respect of Organa Brands or Firefly which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material 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 will shall be deemed to include the disclosure of any previously undisclosed material fact) (financial or otherwise, actual, anticipated, contemplated or threatened) contained in the Disclosure Documents, the Preliminary Prospectus, Prospectus or the Final Prospectus which fact or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, Prospectus or the Final Prospectus or any Supplementary Material not complying with applicable Securities Laws. (b) The Company will promptly. From the date of this Agreement until the completion of the distribution of the Underlying Securities, the Corporation shall promptly notify and in any event within any applicable time limitation, comply comply, to the satisfaction of the Agents, acting reasonably, with all applicable filing filings and other requirements under applicable Securities Laws as a result of such fact or change; provided, however, provided that the Company must Corporation shall not file any Supplementary Material amendment or supplement to the Preliminary Prospectus or the Final Prospectus or other document without first advising providing the Agent Agents with a copy of such document and consulting with the Agents with respect to the form and content thereof, it being understood and agreed that no the Agents shall provide its input on the same in a timely manner. During such Supplementary Material or document may be filed with any Securities Commissions prior to advising period, the Agent. The Company must Corporation shall in good faith discuss with the Agent Agents any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice need be given under to the Agents pursuant to this Section 64(a).

Material Changes During Distribution. (a) During the period from the date hereof to the completion of this Agreement until distribution of the Automatic Exercise DateUnderlying Securities, the Company will, upon becoming aware of same, Corporation shall promptly notify the Agent Underwriter (and, if requested by the AgentUnderwriter, confirm such notification in writing) of: : (ai) 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 Company; Corporation; (bii) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Registration Statement or Prospectus or any Supplementary Material 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 will be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure DocumentsRegistration Statement, the Preliminary Prospectus, the Final Prospectus or any the Supplementary Material or any amendments or supplements thereto which change is, or may be, of such a nature as to render any material statement in the Disclosure DocumentsRegistration Statement, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure DocumentsRegistration Statement, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure DocumentsRegistration Statement, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with applicable Securities Laws. (b) The Company will Laws or which would reasonably be expected to have a significant effect on the market price or value of the Underlying Securities. During the period from the date hereof to the completion of distribution of the Underlying Securities, the Corporation shall promptly, and in any event event, within any applicable time limitation, comply with all applicable filing and other requirements under applicable Securities Laws as a result of such fact or change; provided, however, that the Company must not file any Supplementary Material or other document without first advising the Agent with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agent. The Company must Corporation shall in good faith discuss with the Agent Underwriter any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to the Underwriter pursuant to this Section paragraph 6.

Material Changes During Distribution. (a) Corporation Material Change During the period from the date of this Agreement until to the Automatic Exercise Datecompletion of distribution of the Underwritten Shares, the Company will, upon becoming aware of same, Corporation shall promptly notify the Agent Underwriters in writing of: (and, if requested by the Agent, confirm such notification in writing) of: (ai) 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 Company; Corporation; (bii) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which that would have been required to have been stated in the Preliminary Prospectus, Final Prospectuses or the Final Prospectus or any Supplementary Material Registration Statement had the such 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 will shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Disclosure DocumentsFinal Prospectuses or the Registration Statement, the Preliminary Prospectusincluding all Documents Incorporated by Reference, the Final Prospectus which fact or any Supplementary Material which change is, or may be, of such a nature as to render any statement in the Disclosure Documents, Final Prospectuses or the Preliminary Prospectus, the Final Prospectus or any Supplementary Material Registration Statement misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, Final Prospectuses or the Preliminary Prospectus, the Final Prospectus or any Supplementary Material Registration Statement or which would result in the Disclosure DocumentsFinal Prospectuses or the Registration Statement not complying (to the extent that such compliance is required) with Applicable Securities Laws. The Corporation shall in good faith discuss with the Underwriters any fact or change (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there may be reasonable doubt as to whether notice need be given to the Preliminary ProspectusUnderwriters pursuant to this subparagraph 4(a). If at any time during the period from the date of this Agreement to the completion of distribution of the Underwritten Shares, the Final Prospectus any event described in clauses (i), (ii) or (iii) above occurs or any Supplementary Material not complying with Securities Laws. (b) The Company will promptly, and in any event within any applicable time limitation, comply with all applicable filing and other requirements under Securities Laws condition exists as a result of such which it is necessary, in the reasonable opinion of counsel for the Corporation or the Underwriters, to amend the Registration Statement or amend or supplement the Final Prospectuses, as the case may be, in order that the Final Prospectuses will not include any untrue statements of a material fact or change; providedomit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of any such counsel, at any such time to amend the Registration Statement or amend or supplement the Final Prospectuses, as the case may be, in order to comply with the requirements under Applicable Securities Laws or other applicable laws, the Corporation will promptly prepare and file such Prospectus Amendment as may be necessary to correct such statement or omission or to make the Registration Statement or the Final Prospectuses, as the case may be, comply with such laws, and the Corporation will furnish to the Underwriters such number of copies of such Prospectus Amendment as the Underwriters may reasonably request. The Corporation shall not file any Prospectus Amendment or other document, however, that the Company must not file any Supplementary Material or other document without first advising obtaining approval from the Agent Underwriters, after consultation with the Underwriters with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material which approval shall not be unreasonably withheld or document may be filed with any Securities Commissions prior to advising the Agent. The Company must in good faith discuss with the Agent any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6delayed.

Material Changes During Distribution. (a) During the period from the date of this Agreement until the Automatic Exercise DateDistribution, the Company will, upon becoming aware of same, Corporation shall promptly notify the Agent (and, if requested by the Agent, confirm such notification Agents in writing) writing of: : (a) any material change (actual, anticipated, contemplated contemplated, proposed or threatened, financial or otherwise) in the business, financial condition, affairs, operations, assets, liabilities or obligations (contingent or otherwise) ), prospects or capital of the Company; Corporation or, to the Corporation’s knowledge, the Manager or the Investment Manager; (b) any material fact which that has arisen or has been discovered following the Closing Date and is required to be which was not stated in the Preliminary Final Prospectus, any amendment to the Final Prospectus or any Supplementary Material or and which would have been required to have been stated in the Preliminary Final Prospectus, any amendment to the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such document; and the Final Prospectus, any amendment to the Final Prospectus; (c) any change in any material fact (which for the purposes of this Agreement will be deemed to include the disclosure of any previously undisclosed material fact) or matter covered by a statement contained in the Disclosure Documents, the Preliminary Final Prospectus, any amendment to the Final Prospectus or Prospectus; and (d) any Supplementary Material material change, to the Corporation’s knowledge, in the IM Information. which change or fact is, or may be, of such a nature as to render any statement in the Disclosure Documents, the Preliminary Final Prospectus, any amendment to the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in any of such documents containing a misrepresentation in the Disclosure Documentsmisrepresentation, the Preliminary Prospectusas defined under Applicable Securities Laws, the Final Prospectus or any Supplementary Material or which would result in any of such documents not complying in any material respect with any of the Disclosure DocumentsApplicable Securities Laws or which change would reasonably be expected to have a significant effect on the market price or value of the Offered Units, as applicable. The Corporation shall in good faith discuss with the Agents any change in circumstances (actual, anticipated, contemplated, proposed or threatened) which is of such a nature as to give rise to a reasonable question as to whether notice should be given to the Agents pursuant to this Section 8 and, in any event, prior to making any filing. Where it has been determined to be appropriate, the Preliminary ProspectusCorporation shall, the Final Prospectus or any Supplementary Material not complying with Securities Laws. (b) The Company will promptly, and in any event within any the applicable statutory time limitation, comply with all applicable filing and other requirements under the Applicable Securities Laws as a result of such fact or changeLaws; provided, however, provided that the Company must Corporation shall allow the Agents and their counsel to participate fully in the preparation of any amendment to the Final Prospectus and to conduct all due diligence investigations that the 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 amendment to the Final Prospectus and the Agents shall have approved the form of any amendment to the Final Prospectus, such approval not file to be unreasonably withheld or delayed. During the period of Distribution, the Corporation shall advise the Agents promptly, and forthwith provide the Agents with copies, of any Supplementary Material written communications issued by any securities regulatory authority or other document without first advising by the Agent CSE: (a) suspending or preventing the use of the Final Prospectus or an amendment to the Final Prospectus or imposing any cease-trading or stop order or any halt in trading relating to the Unit Shares or Warrants, as applicable, or instituting or threatening any proceedings for that purpose; or (b) otherwise relating to the Final Prospectus or the Offering. The Corporation shall use its best 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 Corporation shall deliver promptly to the Agents signed and certified copies of all amendments to the Final Prospectus. Concurrently with the filing of any amendment to the Final Prospectus or as soon as possible thereafter, the Corporation shall deliver to counsel to the Agents for and on behalf of the Agents, with respect to such amendment to the form and content thereofFinal Prospectus, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior documents similar to advising the Agent. The Company must those referred to in good faith discuss with the Agent any fact or change in circumstance which is of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6Sections 6(1)(c) through (e), as applicable.

Material Changes During Distribution. (a) During the period from the date hereof to the completion of this Agreement until distribution of the Automatic Exercise DateUnderlying Securities, the Company will, upon becoming aware of same, shall promptly notify the Agent Underwriters (and, if requested by the AgentUnderwriters, confirm such notification in writing) of: : (ai) 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 Company; Company and its subsidiaries; (bii) any material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material had the fact arisen or been discovered on, or prior to, the date of such documentthe Final Prospectus; and and (ciii) any change in 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 Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any the Supplementary Material or any amendments or supplements thereto which change is, or may be, of such a nature as to render any material statement in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would result in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with the Canadian Securities Laws. (b) The Laws or which would reasonably be expected to have a significant effect on the market price or value of the Underlying Securities. During the period from the date hereof to the completion of distribution of the Underlying Securities, the Company will shall promptly, and in any event event, within any applicable time limitation, comply with all applicable filing and other requirements under Canadian Securities Laws as a result of such fact or change; provided, however, provided that the Company must shall not file any Supplementary Material or other document without first advising obtaining approval of the Agent Underwriters, after consultation with the Underwriters with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may which approval shall not be filed with any Securities Commissions prior to advising the Agentunreasonably withheld. The Company must shall in good faith discuss with the Agent Underwriters any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to the Underwriters pursuant to this Section 6paragraph 7.

Material Changes During Distribution. During each period of a distribution of Covered Bonds under the Covered Bond Prospectus, the Bank shall not, during the time period (athe “No Trading Period”) During in which the period from Bank believes, in its reasonable judgment, that any change described below (which has not been announced or is the date subject of this Agreement the filing of a confidential material change report) is sufficiently imminent and probable that a reasonably prudent reporting issuer would not trade in its own securities, continue the distribution of Covered Bonds until the Automatic Exercise Date, the Company will, upon becoming aware No Trading Period ends either through a change in circumstances or through a public announcement of same, promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) of: change or otherwise: (a) any material change (actual, anticipated, contemplated or threatened) in the business, affairs, operations, assets, liabilities (contingent or otherwise) ), capital or capital ownership of the Company; Bank and its subsidiaries and affiliates (taken as a whole); (b) any material change in any matter covered by a statement contained or incorporated by reference in the Covered Bond Prospectus, as amended or supplemented immediately prior to such change; or (c) any fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Covered Bond Prospectus or any Supplementary Material had the fact arisen or been discovered on, on or prior to, to the date of such documenta Pricing Supplement relating thereto; and (c) any which change or fact in 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 Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material which change case is, or may be, of such a nature as as: (a) to render any statement in the Disclosure Documents, the Preliminary Covered Bond Prospectus, the Final Prospectus as amended or any Supplementary Material supplemented immediately prior to such change or fact, misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which respect; (b) would result in the Disclosure Documents, the Preliminary Covered Bond Prospectus, as amended or supplemented immediately prior to such change or fact, containing a misrepresentation as defined under Canadian Securities Laws; (c) would result in the Final Prospectus Covered Bond Prospectus, as amended or any Supplementary Material supplemented immediately prior to such change or fact, not complying with Securities Laws.the laws of any Qualifying Jurisdiction; or (bd) would reasonably be expected to have a significant effect on the market price or value of the Covered Bonds. The Company will promptly, and in any event within any applicable time limitation, Bank shall promptly comply with all applicable filing and other requirements under Canadian Securities Laws in the Qualifying Jurisdictions arising as a result of such fact change or change; providedfact, howeverbut need not submit any document required to be filed, that other than the Company must not file Covered Bond Prospectus, to the Dealers or the Dealers’ Counsel for their review and comment. In addition, if during the period of the distribution of Covered Bonds under the Covered Bond Prospectus, there is any change in any applicable Canadian Securities Laws which, in the opinion of the Bank’s counsel or the Dealers’ counsel, requires the filing of any Supplementary Material or other document without first advising Material, the Agent with respect Bank will, to the form reasonable satisfaction of its counsel and content thereofthe Dealers’ counsel, it being understood as soon as possible prepare and agreed that no file such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agentsecurities regulator in each of the Qualifying Jurisdictions where such filing is required. The Company must in good faith Bank shall also discuss with the Agent Dealers any change or fact or change in circumstance respect of which is there may be doubt respecting the applicability of such a nature that there is or could be reasonable doubt whether notice need be given under this Section 6section 3.2.

Material Changes During Distribution. (a) During the period from the date hereof to the completion of this Agreement until the Automatic Exercise Datedistribution and issuance of all of the Units and Flow-Through Shares upon the exercise of the Special Warrants, the Company will, upon becoming aware of same, shall promptly notify the Agent (and, if requested by the Agent, confirm such notification in writing) and provide full particulars to the Agent of: : (a) any material fact or change (actual, anticipated, contemplated or threatened) in the business, operations, assets, liabilities (contingent or otherwise) or capital of the Company; (b) any a material fact which has arisen or has been discovered following the Closing Date and is required to be stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or which would have been required to have been stated in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material had the fact or change in fact arisen or been discovered on, or prior to, the date of such documentthe Final Prospectus; and and (cb) any change in 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 Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or Registration Statement or any amendments or supplements thereto which change is, or may be, of such a nature as to render any material statement contained in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material misleading or untrue in any material respect or which would result in a misrepresentation in the Disclosure Documents, the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or Registration Statement misleading or untrue or which would results in or could result in the Disclosure Documents, a misrepresentation in the Preliminary Prospectus, the Final Prospectus or any Supplementary Material or Registration Statement or which could result in the Preliminary Prospectus, Final Prospectus or Supplementary Material or Registration Statement not complying (to the extent that such compliance is required) with the Securities Laws. (b) Laws or which could reasonably be expected to have a significant affect on the market price or value of the Unit Shares, Warrants and/or Flow-Through Shares. The Company will shall promptly, and in any event event, within any applicable time limitationlimitation periods prescribed by Securities Laws, comply with all applicable filing and other requirements under Securities Laws as a result of such fact or change; provided, however, change provided however that the Company must shall not file any Supplementary Material or other document without first advising the Agent complying with respect to the form and content thereof, it being understood and agreed that no such Supplementary Material or document may be filed with any Securities Commissions prior to advising the Agentparagraph 2.12 hereof. The Company must shall in good faith discuss with the Agent any fact or change in circumstance circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is or could be reasonable doubt as to whether notice in writing need be given under to the Agent pursuant to this Section 6paragraph 5.