Common use of QUALIFICATION OF THE OFFERED SECURITIES Clause in Contracts

QUALIFICATION OF THE OFFERED SECURITIES. 2.1 Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities Laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Laws and the terms of this Agreement. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities offered or sold in the United States or to, or for the account or benefit of, U.S. persons, and any such Offered Securities will only be offered and sold in accordance with Schedule "A" hereto. The Company hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the Distribution of the Offered Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company's expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the Distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to offer the Offered Securities for sale only in the Qualifying Jurisdictions and to offer the Units and Additional Securities to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. persons and in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities Laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. 2.2 The Company shall: (a) not later than 5:00 p.m. (Calgary time) on February 23, 2021 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder; (b) as soon as possible after filing the Preliminary Prospectus, obtain a Preliminary Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions; and (c) (i) use commercially reasonable efforts to promptly resolve any comments with respect to the Preliminary Prospectus and, (ii) use commercially reasonable efforts to, not later than 10:00 p.m. (Calgary time) on March 4, 2021 (or such later date as may be agreed to in writing by the Company and the Lead Underwriters (on behalf of the Underwriters)), have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise have fulfilled all legal requirements to qualify the Offered Securities for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealers in the applicable Qualifying Jurisdictions and the Compensation Options to the Underwriters. 2.3 During the period of Distribution of the Offered Securities, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or requested by the Underwriters, acting reasonably, to continue to qualify the Distribution of the Offered Securities and the Compensation Options. 2.4 Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of Distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Company shall allow the Underwriters to review and comment on such documents and shall allow the Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material ("Due Diligence Sessions") at which management of the Company, the chair of the audit committee of the Company, its auditors, legal counsel and other applicable experts are present) which it may reasonably require in order to fulfill its obligations as Underwriters in order to enable them to execute any certificates required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Company shall use its commercially reasonable efforts to make available its directors, senior management, the chair of the audit committee of the Company, its auditors and legal counsel to answer any questions which the Underwriters may have and to participate in one or more Due Diligence Sessions. Notwithstanding the foregoing, it shall be a condition of closing of the Offering that the Company shall have caused its current auditors, and to the extent required by the Underwriters, its former auditors, to attend the Due Diligence Session to be held in connection with the filing of each of the Final Prospectus and any Supplementary Material. All information requested by the Underwriters and their counsel in connection with the due diligence investigations of the Underwriters will be used only in connection with the Offering.‌

QUALIFICATION OF THE OFFERED SECURITIES. 2.1 Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities Laws laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Laws and the terms of this Agreement. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities offered or sold in the United States or to, or for the account or benefit of, U.S. persons, and any such Offered Securities will only be offered and sold in accordance with Schedule "A" hereto. The Company hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the Distribution distribution of the Offered Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company's ’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the Distribution distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to offer the Offered Securities for sale only in the Qualifying Jurisdictions and and, subject to offer the Units and Additional Securities to purchasers that areconsent of the Company (acting reasonably), or are acting for the account or benefit of, persons in the United States or U.S. persons and in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities Laws laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United StatesJurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. 2.2 2.1 The Company shall: (a) not later than 5:00 p.m. (Calgary time) on February 23October 2, 2021 2018 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder; (b) as soon as possible after filing the Preliminary Prospectus, obtain a Preliminary Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions; and (c) (i) use commercially reasonable efforts to promptly resolve any comments with respect to the Preliminary Prospectus and, (ii) use commercially reasonable efforts to, not later than 10:00 5:00 p.m. (Calgary Vancouver time) on March 4October 12, 2021 2018 (or such later date as may be agreed to in writing by the Company and the Co-Lead Underwriters (on behalf of the Underwriters)), to have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise have fulfilled all legal requirements to qualify the Offered Securities for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealers dealer in the applicable Qualifying Jurisdictions and the Compensation Options to the UnderwritersJurisdictions. 2.3 2.2 During the period of Distribution of the Offered Securities, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or requested by the UnderwritersPI, acting reasonably, to continue to qualify the Distribution of the Offered Securities and the Compensation OptionsSecurities. 2.4 2.3 Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of Distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Company shall allow the Underwriters to review and comment on such documents and shall allow the Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material ("Due Diligence Sessions") at which management of the Company, the chair of the Company’s audit committee of the Companycommittee, its current and former auditors, legal counsel and other applicable experts are presentexperts) which it they may reasonably require in order to fulfill its their obligations as Underwriters underwriter in order to enable them to execute any certificates required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Company shall use its commercially reasonable best efforts to make available its directors, senior management, the chair of the audit committee of the Company, its auditors and legal counsel to answer any questions which the Underwriters may have and to participate in one or more Due Diligence Sessions. Notwithstanding the foregoing, it shall be a condition of closing of the Offering that the Company shall have caused its current auditors, and to the extent required by the Underwriters, its former auditors, to attend the Due Diligence Session due diligence sessions to be held in connection with the prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material. All information requested by the Underwriters Underwriters, their counsel and their counsel technical consultants in connection with the due diligence investigations of the Underwriters Underwriter will be used only in connection with the Offering.‌Offering.

QUALIFICATION OF THE OFFERED SECURITIES. 2.1 Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities Laws laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Laws and the terms of this Agreement (including Schedule A to this Agreement. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities offered or sold in the United States or to, or for the account or benefit of, U.S. persons, and any such Offered Securities will only be offered and sold in accordance with Schedule "A" hereto). The Company hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the Distribution distribution of the Offered Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company's ’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the Distribution distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to offer the Offered Securities for sale only in the Qualifying Jurisdictions and to offer the Initial Units and Additional Securities to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. persons and Persons and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities Laws laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. 2.2 2.1 The Company shall: (a) not later than 5:00 2:00 p.m. (Calgary Toronto time) on February 23May 22, 2021 2018 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder; (b) as soon as possible after filing the Preliminary Prospectus, obtain a Preliminary Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions; and (c) (i) use commercially reasonable efforts to promptly resolve any comments received or deficiencies raised by the Securities Commissions of the Qualifying Jurisdictions with respect to the Preliminary Prospectus and, (ii) use commercially reasonable efforts to, not later than 10:00 5:00 p.m. (Calgary Toronto time) on March 4May 29, 2021 2018 (or such later date as may be agreed to in writing by the Company and the Co-Lead Underwriters (on behalf of the Underwriters)), to have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise have fulfilled all legal requirements to qualify the Offered Securities for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealers dealer in the applicable Qualifying Jurisdictions and the Compensation Options to the UnderwritersJurisdictions. 2.3 2.2 During the period of Distribution of the Offered Securities, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or U.S. Securities Laws or requested by the UnderwritersCanaccord, acting reasonably, to continue to qualify the Distribution of the Offered Securities and in the Compensation OptionsQualifying Jurisdictions. 2.4 2.3 Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of Distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Company shall allow the Underwriters to review and comment on such documents and shall allow the Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material ("Due Diligence Sessions") at which management of the Company, the chair of the Company’s audit committee of the Companycommittee, its current and former auditors, legal counsel and other applicable experts are present(collectively, “Due Diligence Sessions”)) which it they may reasonably require in order to fulfill its their obligations as Underwriters underwriter in order to enable them to execute any certificates required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Company shall use its commercially reasonable best efforts to make available its directors, senior management, the chair of the audit committee of the Company, its auditors and legal counsel to answer any questions which the Underwriters may have and to participate in one or more Due Diligence Sessions. Notwithstanding the foregoing, it shall be a condition of closing of the Offering that the Company shall have caused its current auditors, and to the extent required by the Underwriters, its former auditors, to attend the Due Diligence Session due diligence sessions to be held in connection with the prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material. All information requested by the Underwriters Underwriters, their counsel and their counsel technical consultants in connection with the due diligence investigations of the Underwriters Underwriter will be used only in connection with the Offering.‌Offering. 2.4 The Company shall, as soon as possible and in any event by the Closing Time, fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, all requirements of U.S. Securities Laws to be fulfilled and complied with by the Company to enable the Offered Securities to be lawfully offered for sale and sold to, or for the account or benefit of, persons in the United States and U.S. Persons in accordance with Schedule A hereto. 2.5 Each of the Company and the Underwriters agree that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Axx 0000, as amended (the “FSMA”)) received by it in connection with the issue and sale of the Offered Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA and the Financial Services Axx 0000 with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom. 2.6 Each of the Company and the Underwriters further agree that (i) the Prospectus is for distribution only to persons who (A) are outside of the United Kingdom, (B) are “qualified investors” within the meaning of Section 86(7) of the FSMA and either have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Axx 0000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”) or fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, or (C) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”); (ii) the Prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons; and (iii) any investment or investment activity to which the Prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. 2.7 Each of the Company and the Underwriters agree that, in the case of offers in a Member State of the European Economic Area, with effect from and including the date on which Directive 2003/71/EC, as amended (the “Prospectus Directive”) was implemented in that Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Offered Securities which are the subject of the Offering to the public in that Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Offered Securities to the public in that Member State: (i) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (ii) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Company; or (iii) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive.

QUALIFICATION OF THE OFFERED SECURITIES. 2.1 Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities Laws laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Laws and the terms of this Agreement. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities offered or sold in the United States or to, or for the account or benefit of, U.S. persons, and any such Offered Securities will only be offered and sold in accordance with Schedule "A" hereto. The Company hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the Distribution distribution of the Offered Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company's expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the Distribution distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to offer the Offered Securities for sale only in the Qualifying Jurisdictions and to offer the Units and Additional Securities Option Units to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. persons and Persons and, subject to the consent of the Company, in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities Laws laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. 2.2 2.1 The Company shall: (a) not later than 5:00 p.m. (Calgary Toronto time) on February 23January 26, 2021 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder; (b) as soon as possible after filing the Preliminary Prospectus, obtain a Preliminary Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions; and (c) (i) use commercially reasonable efforts to promptly resolve any comments with respect to the Preliminary Prospectus and, (ii) use commercially reasonable efforts to, not later than 10:00 5:00 p.m. (Calgary Toronto time) on March 4February 3, 2021 (or such later date as may be agreed to in writing by the Company and the Lead Underwriters (on behalf of the Underwriters)), to have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise have fulfilled all legal requirements to qualify the Offered Securities for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealers dealer in the applicable Qualifying Jurisdictions and the Compensation Options to the UnderwritersJurisdictions. 2.3 2.2 During the period of Distribution of the Offered Securities, the Company will use its commercially reasonable efforts to promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or requested by the Underwriters, acting reasonably, to continue to qualify the Distribution of the Offered Securities and the Compensation OptionsSecurities. 2.4 2.3 Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of Distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Company shall allow the Underwriters to review and comment on such documents and shall shall‌ allow the Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material ("“Due Diligence Sessions"”) at which management of the Company, the chair of the audit committee of the Company, its auditors, legal counsel and other applicable experts are present) which it may reasonably require in order to fulfill its obligations as Underwriters in order to enable them to execute any certificates required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Company shall use its commercially reasonable best efforts to make available its directors, senior management, the chair of the audit committee of the Company, its auditors and legal counsel to answer any questions which the Underwriters may have and to participate in one or more Due Diligence Sessions. Notwithstanding the foregoing, it shall be a condition of closing of the Offering that the Company shall have caused its current auditors, and to the extent required by the Underwriters, its former auditors, to attend the Due Diligence Session due diligence sessions to be held in connection with the prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material. All information requested by the Underwriters and their counsel in connection with the due diligence investigations of the Underwriters will be used only in connection with the Offering.‌Offering.

QUALIFICATION OF THE OFFERED SECURITIES. 2.1 Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Securities Shares pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered SecuritiesShares, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities Laws laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Laws and the terms of this Agreement. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities offered or sold in the United States or to, or for the account or benefit of, U.S. persons, and any such Offered Securities will only be offered and sold in accordance with Schedule "A" hereto. The Company hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the Distribution distribution of the Offered Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company's ’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the Distribution distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to offer the Offered Securities Shares for sale only in the Qualifying Jurisdictions and to offer the Units Shares and Additional Securities Option Shares to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. persons and in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities Laws laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United StatesJurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. 2.2 2.1 The Company shall: (a) not later than 5:00 10:00 p.m. (Calgary Toronto time) on February 23November 4, 2021 2020 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder; (b) as soon as possible after filing the Preliminary Prospectus, obtain a Preliminary Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions; and (c) (i) use commercially reasonable best efforts to promptly resolve any comments with respect to the Preliminary Prospectus and, (ii) use commercially reasonable efforts to, not later than 10:00 p.m. (Calgary Toronto time) on March 4November 12, 2021 2020 (or such later date as may be agreed to in writing by the Company and the Lead Underwriters (on behalf of the Underwriters)), to have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise have fulfilled all legal requirements to qualify the Offered Securities for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealers in the applicable Qualifying Jurisdictions and the Compensation Options to the UnderwritersJurisdictions. 2.3 2.2 During the period of Distribution of the Offered Securities, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or requested by the Underwriters, acting reasonably, to continue to qualify the Distribution of the Offered Securities and the Compensation OptionsSecurities. 2.4 2.3 Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of Distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Company shall allow the Underwriters to review and comment on such documents and shall allow the Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material ("“Due Diligence Sessions"”) at which management of the Company, the chair of the Company’s audit committee of the Companycommittee, its auditors, legal counsel and other applicable experts are presentexperts) which it they may reasonably require in order to fulfill its their obligations as Underwriters underwriters in order to enable them to execute any certificates required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Company shall use its commercially reasonable best efforts to make available its directors, senior management, the chair of the audit committee of the Company, its auditors and legal counsel to answer any questions which the Underwriters may have and to participate in one or more Due Diligence Sessions. Notwithstanding the foregoing, it shall be a condition of closing of the Offering that the Company shall have caused its current auditors, and to the extent required by the Underwriters, its former auditors, to attend the Due Diligence Session to be held in connection with the filing of each of the Final Prospectus and any Supplementary Material. All information requested by the Underwriters and their counsel in connection with the due diligence investigations of the Underwriters will be used only in connection with the Offering.‌Offering.

QUALIFICATION OF THE OFFERED SECURITIES. 2.1 Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities Laws laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Laws and the terms of this Agreement. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities offered or sold in the United States or to, or for the account or benefit of, U.S. persons, and any such Offered Securities will only be offered and sold in accordance with Schedule "A" hereto. The Company hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the Distribution of the Offered Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company's expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the Distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to offer the Offered Securities for sale only in the Qualifying Jurisdictions and to offer the Units and Additional Securities Jurisdictions, to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. persons and in such jurisdictions outside of LQ FRPSOLDQFH ZLWKa n6d iFn KsuHchGjuXrisOdiHcti on³s o$u´tsi deKofHUHWR the Qualifying Jurisdictions and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities Laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. 2.2 2.1 The Company shall: (a) not later than 5:00 10:00 p.m. (Calgary Toronto time) on February 23March 25, 2021 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder; (b) as soon as possible after filing the Preliminary Prospectus, obtain a Preliminary Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions; and (c) (i) use commercially reasonable efforts to promptly resolve any comments with respect to the Preliminary Prospectus and, (ii) use commercially reasonable efforts to, not later than 10:00 prior to 5:00 p.m. (Calgary Toronto time) on March 4April 5, 2021 (or such later date as may be agreed to in writing by the Company and the Lead Underwriters (on behalf of the Underwriters))2021, have prepared filed and filed obtained a receipt for the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise have fulfilled all legal requirements to qualify the Offered Securities for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealers in the applicable Qualifying Jurisdictions and the Compensation Options to the Underwriters. 2.3 2.2 During the period of Distribution of the Offered Securities, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or requested by the Underwriters, acting reasonably, to continue to qualify the Distribution of the Offered Securities and the Compensation Options. 2.4 2.3 Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of Distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Company shall allow the Underwriters to review and comment on such documents and shall allow the Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material ("Due Diligence Sessions") at which management of the Company, the chair of the audit committee of the Company, its auditors, legal counsel and other applicable experts are present) which it may reasonably require in order to fulfill its obligations as Underwriters in order to enable them to execute any certificates required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Company shall use its commercially reasonable best efforts to make available its directors, senior management, the chair of the audit committee of the Companycurrent auditors, its former auditors and legal counsel to answer any questions which the Underwriters may have and to participate in one or more Due Diligence Sessions. Notwithstanding the foregoing, it shall be a condition of closing of the Offering that the Company shall have caused its current auditors, and to the extent required by the Underwriters, its former auditors, to attend the Due Diligence Session to be held in connection with the filing of each of the Final Prospectus and any Supplementary Material. All information requested by the Underwriters and their counsel in connection with the due diligence investigations of the Underwriters will be used only in connection with the Offering.‌Offering.

QUALIFICATION OF THE OFFERED SECURITIES. 2.1 Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities Laws laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Underwriters may mutually agree, acting reasonably, in order to fully comply with applicable Laws and the terms of this Agreement. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities offered or sold in the United States or to, or for the account or benefit of, U.S. persons, and any such Offered Securities will only be offered and sold in accordance with Schedule "A" hereto. The Company hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the Distribution of the Offered Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Company also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company's expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the Distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. The Underwriters agree to offer the Offered Securities for sale only in the Qualifying Jurisdictions and to offer the Units and Additional Securities Jurisdictions, to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. persons in compliance with Schedule “A” hereto, and in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities Laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions and the United States, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. 2.2 2.1 The Company shall: (a) not later than 5:00 10:00 p.m. (Calgary Toronto time) on February 23March 25, 2021 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder; (b) as soon as possible after filing the Preliminary Prospectus, obtain a Preliminary Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions; and (c) (i) use commercially reasonable efforts to promptly resolve any comments with respect to the Preliminary Prospectus and, (ii) use commercially reasonable efforts to, not later than 10:00 prior to 5:00 p.m. (Calgary Toronto time) on March 4April 5, 2021 (or such later date as may be agreed to in writing by the Company and the Lead Underwriters (on behalf of the Underwriters))2021, have prepared filed and filed obtained a receipt for the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise have fulfilled all legal requirements to qualify the Offered Securities for Distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealers in the applicable Qualifying Jurisdictions and the Compensation Options to the Underwriters. 2.3 2.2 During the period of Distribution of the Offered Securities, the Company will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or requested by the Underwriters, acting reasonably, to continue to qualify the Distribution of the Offered Securities and the Compensation Options. 2.4 2.3 Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of Distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Company shall allow the Underwriters to review and comment on such documents and shall allow the Underwriters to conduct all due diligence investigations (including through the conduct of oral due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material ("Due Diligence Sessions") at which management of the Company, the chair of the audit committee of the Company, its auditors, legal counsel and other applicable experts are present) which it may reasonably require in order to fulfill its obligations as Underwriters in order to enable them to execute any certificates required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Underwriters (or their counsel) may conduct, the Company shall use its commercially reasonable best efforts to make available its directors, senior management, the chair of the audit committee of the Companycurrent auditors, its former auditors and legal counsel to answer any questions which the Underwriters may have and to participate in one or more Due Diligence Sessions. Notwithstanding the foregoing, it shall be a condition of closing of the Offering that the Company shall have caused its current auditors, and to the extent required by the Underwriters, its former auditors, to attend the Due Diligence Session to be held in connection with the filing of each of the Final Prospectus and any Supplementary Material. All information requested by the Underwriters and their counsel in connection with the due diligence investigations of the Underwriters will be used only in connection with the Offering.‌Offering.

QUALIFICATION OF THE OFFERED SECURITIES. 2.1 Each purchaser who is resident (1) The Offering shall be conducted in a Qualifying Jurisdiction shall purchase the following manner: (a) The sale of the Offered Securities pursuant to the Prospectus. Each other purchaser not resident Purchasers shall be effected in a manner that is in compliance with Securities Laws and upon the terms set out in the Prospectus and in this Agreement. The Agents will use commercially reasonable efforts to arrange for Purchasers for the Offered Securities in the Qualifying Jurisdiction, or located Provinces and in those jurisdictions outside of a Qualifying Jurisdiction, shall purchase Offered Securities, which have been qualified Canada as may be agreed upon by the Prospectus in Canada, only on a private placement basis under the applicable securities Laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company Corporation and the Underwriters may mutually agreeAgents, each acting reasonably, in order connection with the Offering. (b) The Corporation agrees that the Agents shall have the right to fully invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Offered Securities. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group. The Corporation grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustee of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. (c) The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of subsection 2(1)(b), if any, shall: (i) be compensated by the Agents from their compensation hereunder; and (ii) agree to comply with applicable Laws the covenants and obligations given by the terms of this Agreement. For greater certainty, the Underwriters acknowledge and agree that the Prospectus will not qualify the distribution of any Offered Securities offered or sold in the United States or to, or for the account or benefit of, U.S. persons, and any such Offered Securities will only be offered and sold in accordance with Schedule "A" hereto. Agents herein. (d) The Company Corporation hereby agrees to comply with all Canadian Securities Laws on a timely basis in connection with the Distribution distribution of the Offered Securities and the Company Corporation shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Canadian Securities Laws within the time required, and in the form prescribed, by Canadian Securities Laws. The Company Corporation also agrees to file within the periods stipulated under applicable Laws outside of Canada and at the Company's Corporation’s expense all private placement forms required to be filed by the Company Corporation in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the Distribution distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the applicable Laws outside of Canada. . (e) The Underwriters Agents agree to offer arrange for the sale of the Offered Securities for sale only in the Qualifying Jurisdictions Provinces and to offer arrange for the Units and Additional sale of the Offered Securities to purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. persons and Persons only in accordance with Schedule A to this Agreement, and, subject to the consent of the Corporation (acting reasonably), in such jurisdictions Offering Jurisdictions outside of the Qualifying Jurisdictions Provinces and the United States where permitted by and in accordance with Canadian Securities Laws, U.S. Securities Laws and the applicable securities Laws laws of such other jurisdictionsOffering Jurisdictions, and provided that in the case of jurisdictions Offering Jurisdictions other than the Qualifying Jurisdictions Provinces and the United States, the Company Corporation shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company Corporation will not be subject to any continuous disclosure requirements in such jurisdiction. 2.2 The Company shall: (a2) not later than 5:00 p.m. (Calgary time) on February 23On December 2, 2021 have 2020, the Corporation prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder; (b) as soon as possible after filing the Preliminary Prospectus, obtain thereunder and obtained a Preliminary Receipt from the Principal Regulator under the Passport System which shall also evidence evidenced that a receipt has had been issued or is was deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions; andProvinces. (c3) (i) The Corporation shall use commercially reasonable efforts to promptly resolve any comments received or deficiencies raised by the Securities Commissions of the Qualifying Provinces with respect to the Preliminary Prospectus and, (ii) use commercially reasonable efforts to, not later than 10:00 5:00 p.m. (Calgary timePST) on March 42, 2021 (or such later date as may be agreed to in writing by the Company Corporation and the Lead Underwriters (on behalf of the Underwriters)Agent, each acting reasonably), to have prepared and filed the Final Prospectus and other required documents with the Securities Commissions under Canadian Securities Laws, elected to use the Passport System and designated the Principal Regulator as the principal regulator thereunder, and to obtain a Final Receipt from the Principal Regulator under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions Provinces and otherwise have fulfilled all legal requirements to qualify the Offered Securities for Distribution distribution to the public in the Qualifying Jurisdictions Provinces through the Underwriters Agents or any other registered dealers dealer in the applicable Qualifying Jurisdictions and the Compensation Options to the UnderwritersProvinces. 2.3 (4) During the period of Distribution distribution of the Offered Securities, the Company Corporation will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Canadian Securities Laws or U.S. Securities Laws or requested by the UnderwritersXxxx USA, acting reasonably, to continue to qualify the Distribution distribution of the Offered Securities and in the Compensation OptionsQualifying Provinces. 2.4 (5) Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of Distribution distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Company Corporation shall allow the Underwriters Agents to review and comment on such documents and shall allow the Underwriters Agents to conduct all due diligence investigations (including through the conduct of oral due diligence sessions to be held prior to filing of each of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material ("Due Diligence Sessions") at which management of the CompanyCorporation, the chair of the Corporation’s audit committee of the Companycommittee, its current auditors, qualified persons, legal counsel and other applicable experts are present(collectively, “Due Diligence Sessions”)) which it they may reasonably require in order to fulfill its their obligations as Underwriters Agents in order to enable them to execute any certificates required to be executed by them at the end of the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials. Without limiting the scope of the due diligence inquiry the Underwriters Agents (or their counsel) may conduct, the Company Corporation shall use its commercially reasonable best efforts to make available its directors, senior management, the chair of the audit committee of the Company, its auditors and legal counsel to answer any questions which the Underwriters Agents may have and to participate in one or more Due Diligence Sessions. Notwithstanding the foregoing, it shall be a condition of closing of the Offering that the Company shall have caused its current auditors, and to the extent required by the Underwriters, its former auditors, to attend the Due Diligence Session due diligence sessions to be held in connection with the prior to filing of each of the Final Prospectus and any Supplementary Material. All information requested by the Underwriters Agents, their counsel and their counsel technical consultants in connection with the due diligence investigations of the Underwriters Agents will be used only in connection with the Offering.‌Offering. (6) The Corporation shall, as soon as possible and in any event by the Closing Time, fulfill and comply with, to the satisfaction of the Agents, acting reasonably, all requirements of U.S. Securities Laws to be fulfilled and complied with by the Corporation to enable the Offered Securities to be lawfully offered for sale and sold to, or for the account or benefit of, persons in the United States and U.S. Persons in accordance with Schedule A hereto. (7) The Agents hereby acknowledge and agree that: a) The Agents have complied with and shall, and shall require any Selling Firm to agree to, comply with the Securities Laws in connection with the distribution of the Offered Securities and shall offer the Offered Securities upon the terms and conditions set out in the Prospectus and this Agreement. The Agents have and shall, and shall require any Selling Firm to, directly offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale. The Agents shall: (i) use commercially reasonably efforts to complete and cause each Selling Firm to complete the distribution of the Offered Securities as soon as reasonably practicable; and (ii) promptly notify the Corporation when, in their opinion, the Agents and the Selling Firms have ceased distribution of the Offered Securities and provide a breakdown of the number of Offered Securities distributed in each of the Qualifying Provinces (and any other applicable jurisdiction where the Offered Securities have been distributed) where such breakdown is required for the purpose of calculating fees payable to Securities Regulators. b) The Agents shall, and shall require any Selling Firm to agree to, distribute the Offered Securities in a manner which complies with and observes all applicable laws and regulations, including, for greater certainty, all Securities Laws in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Prospectus or any Marketing Material in connection with the distribution of the Offered Securities and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Prospectus or any Marketing Material to any person in any jurisdiction other than in the Qualifying Provinces unless agreed to in accordance with Section 2(6)(b) hereof and completed in a manner which will not require the Corporation to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable Securities Laws of such other jurisdictions or pay any additional governmental filing fees which relate to such other jurisdictions. c) For the purposes of this Section 2(6), and subject to the Agents and any Selling Firm complying with the provisions of this Section 2(6), the Agents and any Selling Firm shall be entitled to assume that the Offered Securities are qualified for distribution in any Qualifying Province where a receipt or similar document for the Prospectus shall have been obtained or deemed to have been obtained from the applicable Securities Regulators (including a receipt from the Principal Regulator issued under the Passport System evidencing that a deemed receipt has been issued for the Final Prospectus by each of the Securities Regulators in the Qualifying Provinces) following the filing of the Final Prospectus unless otherwise notified in writing.