Common use of Placement Notice Clause in Contracts

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to this Agreement (“Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and Trading Day (as defined below), whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, any minimum price below which sales may not be made (and the amount of the Placement Fee, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (i) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1213. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a continuing Placement Notice to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Placement Shares, which shall at a minimum include the number of Placement Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4; provided Canaccord delivers written notice thereof to the Company within two (2) business days after receipt of such Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will shall notify Canaccord the Manager by e-mail email notice (or other method mutually agreed to in writing by the partiesCompany and the Manager) containing the parameters within which it desires to sell the Shares, which shall at a minimum include of the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which shall be mutually agreed upon by the Company and Canaccord. is attached hereto as Schedule B. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from of the Company set forth on Schedule 1 C hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord the Manager set forth on Schedule 1 attached C hereto, as such Schedule 1 C may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord the Manager declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the Company Company, in its sole discretion, suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1214. It is expressly acknowledged and agreed that neither the Company nor the Manager will have any obligation whatsoever with respect to a Placement or any Shares unless and until the Company delivers a Placement Notice to the Manager and the Manager does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. A Placement Notice shall not set forth a number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Placement Notices (if any) hereunder, results in an aggregate offering price exceeding the Maximum Amount.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “"Placement”"), it will notify Canaccord the Designated Agent by e-mail email notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“"Placement Shares”") to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “"Placement Notice”"), a form of which is attached hereto as Exhibit A, provided, however, that in no event shall be mutually agreed upon the Company issue or sell through the Designated Agent such number of Placement Shares that exceeds (a) the dollar amount of Common Shares registered on the Registration Statement pursuant to which the offering is being made or (b) the amount authorized by the Company from time to time to be issued and Canaccordsold under this Agreement. The Placement Notice shall originate from any of the individuals (each an “"Authorized Representative”") from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from Canaccord the Designated Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Designated Agent unless and until (i) Canaccord the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1214.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will shall notify Canaccord the Manager by e-mail email notice (or other method mutually agreed to in writing by the partiesCompany and the Manager) containing the parameters within which it desires to sell the Shares, which shall at a minimum include of the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which shall be mutually agreed upon by the Company and Canaccord. is attached hereto as Schedule B. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from of the Company set forth on Schedule 1 C hereto (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from Canaccord the Manager set forth on Schedule 1 attached C hereto, as such Schedule 1 C may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord the Manager declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the Company Company, in its sole discretion, suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1214. It is expressly acknowledged and agreed that neither the Company nor the Manager will have any obligation whatsoever with respect to a Placement or any Shares unless and until the Company delivers a Placement Notice to the Manager and the Manager does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. A Placement Notice shall not set forth a number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Placement Notices (if any) hereunder, results in an aggregate offering price exceeding the Maximum Amount.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agents by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordthe Agents. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 2 attached hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord the Agents unless and until (i) Canaccord declines the Agents decline to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify Canaccord the Sales Agents by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Placement Shares, which shall at a minimum include the number of Placement Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which shall be mutually agreed upon by the Company and Canaccordis attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord the Sales Agents set forth on Schedule 1 2 attached hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord the Sales Agents unless and until (i) Canaccord declines the Sales Agents decline to accept the terms contained therein for any reason, in its their sole discretion, in accordance with the notice requirements set forth in Section 4; provided the Sales Agents deliver written notice thereof to the Company within two (2) Trading Days after receipt of such Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “"Placement”"), it will notify Canaccord the Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a "Placement Notice") in the form set forth on Schedule 1 hereto, containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to this Agreement (“"Placement Shares”) to be issued"), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordmade. The Placement Notice shall originate from any of the individuals (each an “"Authorized Representative”") from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), 2 hereto and shall be addressed to each of the respective individuals from Canaccord the Agent set forth on Schedule 1 attached 2 hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agent unless and until (i) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Sections 4 or 14, as applicable, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1214.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “"Placement”"), it will notify Canaccord an Agent (the "Designated Agent") by e-mail notice (or other method mutually agreed to in writing by the parties) (a "Placement Notice") substantially in the form set forth on Schedule 1 hereto, containing the parameters within which it desires to sell the Shares, which shall at a minimum include include: (i) the number or amount of Shares to be sold under the applicable Placement pursuant to this Agreement (“"Placement Shares”"), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) any minimum price below which sales may not be made made, and (a “v) the amount of the Placement Notice”Fee (as hereinafter defined), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “"Authorized Representative”") from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), 2 hereto and shall be addressed to each of the respective individuals from Canaccord the Designated Agent set forth on Schedule 1 attached 2 hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Designated Agent unless and until (i) Canaccord the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Sections 4 or 14, as applicable, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1214. Notwithstanding the foregoing.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord AGP by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1 (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordAGP. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord AGP set forth on Schedule 1 2 attached hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord AGP unless and until (i) Canaccord AGP declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) in the form set forth on Schedule “A” hereto, containing the parameters within which it desires to sell the SharesShares pursuant to this Agreement, which shall at a minimum include the number of Shares to be sold (“Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, any minimum price below which sales may not be made and the amount of the Placement Fee (a “Placement Notice”as defined below), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), “B” hereto and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached “B” hereto, as such Schedule 1 “B” may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (i) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Sections 4 or 14, as applicable, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1214. Notwithstanding the foregoing, the Company may not deliver a Placement Notice to an Agent if the Company has delivered a continuing Placement Notice to another Agent, unless the Company has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that On any Trading Day during the Commitment Period on which (i) the conditions set forth in Sections 5.01 have been satisfied and (ii) solely with respect to any Forward, no event described in clause (x) or clause (y) of the proviso set forth in the definition of a Forward Hedge Selling Period shall have occurred, the Company wishes may (x) in the case of an Issuance, deliver a notice to issue the Agent for the issuance and sell sale of Shares hereunder (each, a “Placement”) or (y) in the case of a Forward, deliver a notice to the Forward Seller and the Forward Purchaser containing the parameters in accordance with which it desires the Shares to be sold, which notice, in each case for either clause (x) or clause (y), it will notify Canaccord by shall be in the form of an e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which and shall specify whether it desires relates to sell the Shares, which an “Issuance” or a “Forward” and shall at a minimum include the maximum number of Shares to be sold (the “Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and day, any minimum price Floor Price per Share below which sales may not be made or a formula pursuant to which such Floor Price shall be determined and, as applicable, certain specified terms of the Forward (a notice under either clause (x) or clause (y), a “Placement Notice”), a form of which containing such necessary minimum sales parameters is attached hereto as Exhibit B; provided, however, that notwithstanding anything in this Agreement to the contrary, the Agent, the Forward Seller and the Forward Purchaser shall be mutually agreed upon by the Company and Canaccord. The have no obligations with respect to any Placement Notice shall originate from any if and to the extent the aggregate Sales Price of the individuals (each an “Authorized Representative”) from Shares sold pursuant thereto, together with the Company set forth on Schedule 1 (with a copy to each aggregate Sales Price of the other individuals from Shares previously sold under the Company listed on such schedule)Sales Agency Agreements, and shall be addressed to each of exceed the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to timeMaximum Program Amount. The A Placement Notice shall be effective upon confirmation executed by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount Executive Vice President or any Senior Vice President of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12Company.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will shall notify Canaccord the relevant Manager by e-mail email notice (or other method mutually agreed to in writing by the partiesCompany and such Manager) containing the parameters within which it desires to sell the Shares, which shall at a minimum include of the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which shall be mutually agreed upon by the Company and Canaccord. is attached hereto as Schedule B. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from of the Company set forth on Schedule 1 C hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord such Manager set forth on Schedule 1 attached C hereto, as such Schedule 1 C may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord such Manager declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the Company Company, in its sole discretion, suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1214. It is expressly acknowledged and agreed that neither the Company nor such Manager will have any obligation whatsoever with respect to a Placement or any Shares unless and until the Company delivers a Placement Notice to such Manager and such Manager does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. A Placement Notice shall not set forth a number of Shares that, when added to the aggregate number of Shares previously purchased and to be purchased pursuant to pending Placement Notices (if any) hereunder, results in an aggregate offering price exceeding the Maximum Amount.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to such Placement (“Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in on any one day Trading Day (as defined herein), whether the Corporation desires the Placement Shares to be sold on a particular Canadian Marketplace (as defined herein), and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordmade. The Placement Notice shall originate from be executed or sent by any of the individuals (each an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agent unless and until (i) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, (v) the expiry of the time period, if any, set out in the Placement Notice, or (vvi) the this Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, (v) any minimum price below which sales may not be made made, and (vi) the amount of the Placement Fee, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 14, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 1213. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a Placement Notice which remains in effect to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company wishes to issue and sell Shares Placement Notes hereunder (each, a “Placement”), it will shall notify Canaccord the Agent by e-mail email notice (or other method mutually agreed to in writing by the partiesCompany and the Agent) containing of the parameters within which it desires to sell the Shares, which shall at a minimum include the number aggregate principal amount of Shares (“Placement Shares”) Notes to be issued, the time period during which sales are requested to be made, any limitation on the number aggregate principal amount of Shares Placement Notes that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which shall be mutually agreed upon by the Company and Canaccord. is attached hereto as Schedule B. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from of the Company set forth on Schedule 1 C hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord the Agent set forth on Schedule 1 attached C hereto, as such Schedule 1 C may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares Notes thereunder have been sold, (iii) the Company Company, in its sole discretion, suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1215. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Notes unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. A Placement Notice shall not set forth an aggregate principal amount of Placement Notes that, when added to the aggregate principal amount of Placement Notes previously purchased and to be purchased pursuant to pending Placement Notices (if any) hereunder, results in an aggregate offering price exceeding the Maximum Amount.

Placement Notice. Each time that the Company wishes or certain selling securityholders wish to issue and sell Shares hereunder (each, a “Placement”), the Company (on its own behalf and/or on behalf of such selling securityholders) it will notify Canaccord Revere by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the SharesSecurities, which shall at a minimum include the number of Shares Securities (“Placement SharesSecurities”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares Securities that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordRevere and set forth on Schedule 1. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord Revere set forth on Schedule 1 2 attached hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord Revere unless and until (i) Canaccord Revere declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares Securities have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent that the Corporation has selected such Agent, in its sole discretion, to act as its agent in respect of such Placement by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (“Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day (as defined below), (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, (v) any minimum price below which sales may not be made made, and (vi) the amount of the Placement Fee, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any two of the individuals (each an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to timetime by notice given in accordance with Section 14. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord declines the entire amount of the Placement Shares referred to accept in the terms contained therein for any reasonPlacement Notice have been sold, in its sole discretion, (B) the Placement Notice is suspended or terminated in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (iiC) the entire amount Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier Placement Notice, or (D) this Agreement has been terminated under the provisions of Section 13. Notwithstanding the foregoing, the Corporation may not deliver a Placement Shares have been soldNotice to an Agent if the Corporation has delivered a continuing Placement Notice to another Agent, (iii) unless the Company suspends or terminates Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent(s) by telephone followed by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, (v) any minimum price below which sales may not be made made, and (vi) the amount of the Placement Fee, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached heretohereto (after contacting such individuals by telephone), as such Schedule 1 may be amended from time to timetime by notice given in accordance with Section 14. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 124.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by telephone followed by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, (v) any minimum price below which sales may not be made made, and (vi) the amount of the Placement Fee, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached heretohereto (after contacting such individuals by telephone), as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 124. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a Placement Notice which remains in effect to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3), whether the Company desires the Placement Shares to be sold on a particular stock exchange, and any minimum price below which sales may not be made (made, with a “Placement Notice”)copy to the other Agent, a form of which shall be mutually agreed upon by the Company and Canaccordthe Agents. The Company will identify in the Placement Notice which Agent will effect the Placement. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto (with a copy to each of the respective individuals from the other Agent set forth in Schedule 1 attached hereto), as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation of receipt by Canaccord the applicable Agent unless and until (i) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1213. Notwithstanding the foregoing, the Company may not deliver a Placement Notice to an Agent if, during the same calendar week (Monday through Sunday) the Company has delivered a Placement Notice to the other Agent, unless the Company has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, (v) any minimum price below which sales may not be made made, and (vi) the amount of the Placement Fee, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)2, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 2 attached hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 14, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 1213. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a Placement Notice which remains in effect to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by telephone followed by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales of the Placement Shares are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day Trading Day, (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, and (v) any minimum price below which sales of the Placement Shares may not be made (made, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agent. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)hereto, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached heretohereto (after contacting such individuals by telephone), as such Schedule 1 may be amended from time to timetime by notice given in accordance with Section 14. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares specified in the Placement Notice have been soldsold and all such Shares have settled in accordance with the terms and conditions of this Agreement, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under in accordance with the provisions of Section 1213. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a Placement Notice which remains in effect to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify Canaccord a Manager (the “Designated Manager”) by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Placement Shares, which shall at a minimum include the number of Placement Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordthe Designated Manager. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord the Designated Manager set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord the Designated Manager unless and until (i) Canaccord the Designated Manager declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4; provided the Designated Manager delivers written notice thereof to the Company within two (2) business days after receipt of such Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company Selling Shareholder wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agents and the Company by e-mail email notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issuedsold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company Selling Shareholder and Canaccordthe Agents. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company Selling Shareholder set forth on Schedule 1 (with a copy to each of the other individuals from the Selling Shareholder listed on such schedule and each of the individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord the Agents set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord the Agents unless and until (i) Canaccord declines the Agents decline to accept the terms contained therein for any reason, in its the sole discretiondiscretion of the Representative, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company Selling Shareholder suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company Selling Shareholder issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “"Placement”"), it will notify Canaccord the applicable Agent by e-mail email notice (or other method mutually agreed to in writing by the parties) (a "Placement Notice") containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to this Agreement (“"Placement Shares”) to be issued"), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day, whether the Corporation desires the Placement Shares to be sold on a particular stock exchange and any minimum price below which sales may not be made (made, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any of the individuals (each an “"Authorized Representative”") from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto1, as such Schedule 1 schedule may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (i) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, Notice or (v) the this Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Lead Agents by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), at least two (2) Trading Days (as defined below) prior to the date that the sale of Placement Shares is requested to commence, in the form set forth on Schedule “A” hereto, containing the parameters within which it desires to sell the SharesShares pursuant to this Agreement, which shall at a minimum include the number of Shares to be sold (“Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and Trading Day (as defined below), any minimum price below which sales may not be made made, any requested split between the Exchanges on which the Placement Shares are to be sold, and the amount of the Placement Fee (a “Placement Notice”as defined below), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 “B” hereto (with a copy to each of the other individuals from the Company listed on such schedule), ) and shall be addressed to each of the respective individuals from Canaccord the Lead Agents set forth on Schedule 1 attached “B” hereto, as such Schedule 1 “B” may be amended from time to time. The Placement Notice shall be effective upon confirmation delivery to the Lead Agents, who will confirm receipt promptly by Canaccord e-mail notice to the individuals from the Company set forth on Schedule “B”, unless and until (i) Canaccord declines the Lead Agents decline to accept the terms contained therein for any reason, in its their sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Sections 4 or 14, as applicable, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, which subsequent Placement Notice has been accepted by the Lead Agents, provided however that if the Lead Agents do not accept such subsequent Placement Notice it will still have the effect of terminating any prior Placement Notice it was intended to supersede unless expressly agreed otherwise by the Company and the Lead Agents in writing, or (v) the this Agreement has been terminated under the provisions of Section 1214.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by telephone followed by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, (v) any minimum price below which sales may not be made made, and (vi) the amount of the Placement Fee, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached heretohereto (after contacting such individuals by telephone), as such Schedule 1 may be amended from time to timetime by notice given in accordance with Section 14. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 124. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a Placement Notice which remains in effect to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include include: (1) the number of Shares (“Placement Shares”) to be issued, (2) the time period during which sales are requested to be made, (3) any limitation on the number of Shares that may be sold in any one day day, and (4) any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to this Agreement (“Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined herein), whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordmade. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (i) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1213. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a continuing Placement Notice to another Agent, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord Benchmark by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordBenchmark. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord Benchmark set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord Benchmark unless and until (i) Canaccord Benchmark declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify Canaccord the Sales Agents by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Placement Shares, which shall at a minimum include the number of Placement Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a the form of which shall be mutually agreed upon by the Company and Canaccordis attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord the Sales Agents set forth on Schedule 1 2 attached hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord the Sales Agents unless and until (i) Canaccord declines the Sales Agents decline to accept the terms contained therein for any reason, in its their sole discretion, in accordance with the notice requirements set forth in Section 4; provided the Sales Agents deliver written notice thereof to the Company within two (2) business days after receipt of such Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12. (i) Placement Fee. The amount of compensation to be paid by the Company to the Sales Agents with respect to each Placement (in addition to any expense reimbursement pursuant to Section 7(i)(ii)) shall be equal to 3.0% of gross proceeds from each Placement.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to this Agreement (“Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined herein), whether the Corporation desires the Placement Shares to be sold on a particular Canadian Marketplace (as defined herein), and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordmade. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agent unless and until (i) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 12, as applicable, (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (the “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares (the “Placement Shares”) to be issued, sold under the applicable placement pursuant to this Agreement; (ii) the time period during which sales are requested to be made, ; (iii) any limitation on the number of Placement Shares that may be sold in any one day Trading Day; and (iv) any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordmade. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the respective individuals from Canaccord the Agent set forth on Schedule 1 attached hereto1, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agent in accordance with Section 15 hereof unless and until until (ia) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, ; (iib) the entire amount of the Placement Shares have been sold, ; (iiic) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Sections 4 or 15, as applicable; (ivd) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, ; or (ve) the this Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will shall notify Canaccord the applicable Manager(s) by e-mail email notice (or other method mutually agreed to in writing by the partiesCompany and the Managers) containing the parameters within which it desires to sell the Shares, which shall at a minimum include of the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), in a form of which shall be mutually agreed upon by substantially similar to the Company and Canaccord. form attached hereto as Schedule A. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from of the Company set forth on Schedule 1 B hereto (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord the applicable Manager set forth on Schedule 1 attached B hereto, as such Schedule 1 B may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord the applicable Manager declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the Company Company, in its sole discretion, suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, or (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1215. It is expressly acknowledged and agreed that neither the Company nor the applicable Manager will have any obligation whatsoever with respect to a Placement or any Shares unless and until the Company delivers a Placement Notice to the applicable Manager and such Manager does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. A Placement Notice shall not set forth a number of Shares that, when added to the aggregate number of Shares previously sold and to be sold pursuant to pending Placement Notices (if any) hereunder, results in an aggregate offering price exceeding the Maximum Amount.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agent by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) in the form set forth on Schedule 1 hereto, containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to this Agreement (“Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, any minimum price below which sales may not be made (a “and the amount of the Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordFee. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), 2 hereto and shall be addressed to each of the respective individuals from Canaccord the Agent set forth on Schedule 1 attached 2 hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agent unless and until (i) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Sections 4 or 14, as applicable, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1214.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agents by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”), at least two (2) Trading Days prior to the date that the sale of Shares is requested to commence, in the form set forth on Schedule 1 hereto, containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to this Agreement (“Placement Shares”) to be issued), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, whether the Company desires the Placement Shares to be sold on a particular stock exchange, any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordmade. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), 2 hereto and shall be addressed to each of the respective individuals from Canaccord the Agents set forth on Schedule 1 attached 2 hereto, as such Schedule 1 2 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agents unless and until (i) Canaccord declines the Agents decline to accept the terms contained therein for any reason, in its their sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Sections 4 or 14, as applicable, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1214.

Placement Notice. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify Canaccord Cantor by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Placement Shares, which shall at a minimum include the number of Placement Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordCantor. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord Cantor set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord Xxxxxx unless and until (i) Canaccord Cantor declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4; provided Xxxxxx delivers written notice thereof to the Company within two (2) business days after receipt of such Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agents by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordthe Agents. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord the Agents set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord the Agents unless and until (i) Canaccord declines the Agents decline to accept the terms contained therein for any reason, in its the sole discretiondiscretion of the Representative, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Offered Shares hereunder (each, a “Placement”), it will notify Canaccord the applicable Agent(s) by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Offered Shares, which shall at a minimum include (i) the number of Offered Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, (v) any minimum price below which sales may not be made made, and (a “vi) the amount of the Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordFee. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to timetime by notice given in accordance with Section 14. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “"Placement”"), it will notify Canaccord the applicable Agent by e-mail email notice (or other method mutually agreed to in writing by the parties) (a "Placement Notice") containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares to be sold pursuant to this Agreement (“"Placement Shares”) to be issued"), the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, whether the Corporation desires the Placement Shares to be sold on a particular stock exchange, any minimum price below which sales may not be made (and the amount of the Placement Fee, with a “Placement Notice”), a form of which shall be mutually agreed upon by copy to the Company and Canaccordother Agents. The Placement Notice shall originate from any of the individuals (each an “"Authorized Representative”") from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)1, and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto1, as such Schedule 1 schedule may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (i) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, Notice or (v) the this Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord CF&Co by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordCF&Co. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord CF&Co set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord CF&Co unless and until (i) Canaccord CF&Co declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “"Placement”"), it will notify Canaccord the applicable Agent by e-mail delivering a notice (a "Placement Notice") in the form set forth in Schedule 2 hereto (which notice may be delivered by email or any other method mutually agreed to in writing by the parties) ), containing the parameters within which it the Corporation desires to sell the Shares, which shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (“the "Placement Shares”"), (ii) to be issued, the time period during which sales of Placement Shares are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day Trading Day, and (iv) any minimum price below which sales of Placement Shares may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccordmade. The Placement Notice shall originate from any of the individuals (each each, an “"Authorized Representative”") from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule)hereto, and shall be addressed to each of the individuals from Canaccord the applicable Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 15, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 1214. Notwithstanding the foregoing, the Corporation may not deliver a Placement Notice to an Agent if the Corporation has delivered a Placement Notice which remains in effect, unless the Corporation has terminated the prior Placement Notice in accordance with the notice requirements set forth in Section 4.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Designated Agent by e-mail email notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from Canaccord the Designated Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Designated Agent unless and until (i) Canaccord the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1214.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4; provided Canaccord delivers written notice thereof to the Company within two (2) business days after receipt of such Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agent by telephone followed by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the Shares, which Shares through the Agent. The Placement Notice shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) any minimum price below which sales may not be made made, and (a “v) the amount of the Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordFee. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such scheduleeach, an “Authorized Representative”), and shall be addressed to each of the individuals individual from Canaccord the Agent set forth on Schedule 1 attached heretohereto (after contacting such individual by telephone), as such Schedule 1 may be amended from time to timetime by notice given in accordance with Section ‎14. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agent unless and until (iA) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4‎4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4‎4 or Section ‎13, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 12‎4.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Designated Agent by e-mail email notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which is attached hereto as Exhibit A, provided, however, that in no event shall be mutually agreed upon the Company issue or sell through the Designated Agent such number of Placement Shares that exceeds (a) the dollar amount of Common Shares registered on the Registration Statement pursuant to which the offering is being made or (b) the amount authorized by the Company from time to time to be issued and Canaccordsold under this Agreement. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from Canaccord the Designated Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Designated Agent unless and until (i) Canaccord the Designated Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1214.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agent by e-mail email notice given in accordance with Section 14 (or other method mutually agreed to in writing by the parties) and substantially in the form attached hereto as Exhibit A, and as may be amended by the parties from time to time (a “Placement Notice”) containing the parameters within which it the Corporation desires to issue and sell the Shares, which shall at a minimum include (i) the maximum number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales of Placement ACTIVE_CA\49336233\5 Shares are requested to be made, any limitation on (iii) the maximum number of Placement Shares that may be sold in any one day and Trading Day, (iv) any minimum price below which sales of Placement Shares may not be made made, and (a “v) the amount of the Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordFee. The Placement Notice shall originate from any of the individuals (each each, an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), hereto and shall be addressed to each of the respective individuals from Canaccord the Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to timetime by notice given in accordance with Section 14. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agent unless and until (i) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been soldsold and all such sales have settled in accordance with the terms of sale set forth in the Placement Notice and the terms and conditions hereof, (iii) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4Sections 4 or 13, as applicable, (iv) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the this Agreement has been terminated under the provisions of Section 1213. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of this Agreement will prevail.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, in each case as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.

Placement Notice. Each time that the Company Corporation wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agent through which the Corporation wishes to issue and sell such Shares, as applicable, by telephone followed by e-mail notice (or other method mutually agreed to in writing by the parties) (a “Placement Notice”) containing the parameters within which it the Corporation desires to sell the SharesShares through such Agent, which with a copy by e-mail to the other Agent. The Placement Notice shall at a minimum include (i) the number of Shares to be sold under the applicable Placement pursuant to this Agreement (the “Placement Shares”), (ii) to be issued, the time period during which sales are requested to be made, (iii) any limitation on the number of Placement Shares that may be sold in any one day and Trading Day, (iv) any minimum price below which sales may not be made made, and (a “v) the amount of the Placement Notice”), a form of which shall be mutually agreed upon by the Company and CanaccordFee. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company Corporation set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such scheduleeach, an “Authorized Representative”), and shall be addressed to each of the respective individuals from Canaccord the applicable Agent set forth on Schedule 1 attached heretohereto (after contacting such individuals by telephone), as such Schedule 1 may be amended from time to timetime by notice given in accordance with Section 14. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the applicable Agent unless and until (iA) Canaccord the applicable Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (iiB) the entire amount of the Placement Shares have been sold, (iiiC) the Company Corporation suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 44 or Section 13, as applicable, (ivD) the Company Corporation issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (vE) the this Agreement has been terminated under the provisions of Section 124.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and day, any minimum price below which sales may not be made made, and the applicable stock exchange on which the Placement Shares are to be sold (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by delivery to Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, within one Trading Day of the date the Agent receives the Placement Notice, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1213.

Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord the Agent by e-mail email notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. is attached hereto as Exhibit A. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such scheduleSchedule), and shall be addressed to each of the individuals from Canaccord the Agent set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord delivery to the Agent unless and until (i) Canaccord the Agent declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 1214.