Common use of Registration Statement and Prospectuses Clause in Contracts

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it Corporation is qualified in accordance with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use provisions of NI 44-101 and NI 44-102 and for the use of to file a short form base shelf prospectus with respect to a distribution in each of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with Jurisdictions and the Canadian Qualifying Authorities subsequent entering into of this Agreement will not cause the Final Receipt to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied withlonger be effective. At the time of filing of the Registration Statement Statement, the Company Corporation met, and as of the date hereof the Company Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Company Corporation and, as applicable, the Company Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CompanyCorporation, threatened by the CommissionSEC. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord SEC or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the any Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this AgreementQualifying Authority. The Canadian ProspectusesProspectus, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian ProspectusesProspectus, as amended or supplemented, as of their respective datesits date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian ProspectusesProspectus, as amended or supplemented, as of their respective datesits date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities Placement Shares and to the Company and its SubsidiariesCorporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusesProspectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord the Agents furnished to the Company Corporation in writing by Canaccord or on behalf of the Agents expressly for use therein. The U.S. ProspectusesProspectus, at the time first filed in accordance with General Instruction II.L. of Form F-10F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian ProspectusesProspectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 F-10, the U.S. Securities Act and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company Corporation has delivered to the Investor Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus, Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as Canaccord has the Agents have reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with requested. At the offering and sale time of filing of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At Statement and at the earliest time after the filing of the Registration Statement that the Company Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Shares and at Common Shares, the Corporation was not and, as of the date hereofof this Agreement, the Company was not and is not not, an “ineligible issuer,” Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission SEC pursuant to Rule 405 of under the U.S. Securities Act that it is not necessary that the Company Corporation be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActIneligible Issuer.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(bCompany is a “foreign private issuer” (as defined in Rule 405 under the 0000 Xxx) and, as of the Exchange ActEffective Date (as defined below), and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to met the requirements for use of Section 12 Form F-10 under the 1933 Act and was, as of the Exchange ActEffective Date, and all of such filings required qualified to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Shelf Procedures provided under Canadian Qualifying Authorities for Securities Laws; a Final Receipt has been obtained from the Canadian Base Prospectus. Subsequent to the issuance AMF in respect of the Receipt for the Canadian Base Prospectus, and no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination order having the effect of ceasing or suspending the sale trading or ceasing the trading distribution of the Securities or the Common Shares or any other securities of the Company generally has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority Commission and no proceedings for that purpose have been initiated instituted or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, Commission or any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No court; no stop order suspending the effectiveness of the Registration Statement has been issued, issued by the Commission and no proceeding proceedings for that purpose has have been instituted or are pending or, to the knowledge of the Company’s knowledge, threatened are contemplated by the Commission. No order preventing or suspending ; the use Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of the Base Prospectusesthis Agreement, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made prepared by the Company under the Securities provisions of the 1933 Act and all Commission Documents that were has been filed with the Commission have either been delivered Commission; pursuant to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company Rule 467(b) under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement1933 Act, the Registration Statement became effective on June 11, 2012 (the “Applicable Time” meansEffective Date”); if requested, with respect to any Sharescopies of the Registration Statement and the Canadian Base Prospectus, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Dateincluding amendments thereto, if any, have been delivered to the Underwriters, other than the Canadian Prospectus Supplement and U.S. Prospectus Supplement, which will not contain a misrepresentationbe filed as required by applicable law; at the Closing Date, as defined under there will be no reports or information that, in accordance with the requirements of Canadian Securities Laws, must be filed or include any untrue statement of a material fact or omit to state a material fact necessary made publicly available in order to make connection with the statements therein, in the light listing of the circumstances under which they were madeOffered Shares and the Warrant Shares on the TSX or on NASDAQ (other than routine post-closing filings) that have not been filed or made publicly available as required, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from other than the Canadian ProspectusesProspectus Supplement and U.S. Prospectus Supplement, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first which will be filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is applicable law; there are no franchise, contract or other document of a character documents required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of AMF in connection with the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses Canadian Prospectus Supplement or the Registration Statement. At the earliest time after the filing of the Registration Statement Canadian Prospectus that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was have not and is not an “ineligible issuer,” been filed as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Actrequired.

Registration Statement and Prospectuses. The Common Shares are registered Registration Statement has become effective pursuant to Section 12(bRule 467(a) under the Securities Act; no stop order suspending the effectiveness of the Exchange ActRegistration Statement is in effect and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by the Commission and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company Receipt has been subject to obtained from the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf in respect of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord No order or made available to Canaccord on SEDAR. No order, ruling or determination having action that would have the effect of ceasing or suspending the sale or ceasing the trading distribution of the Shares Securities or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority Authorities and no proceedings for that such purpose have been initiated or are pending before or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, ; and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority Authorities for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with in all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreementmaterial respects. The Canadian ProspectusesProspectus Supplement, and any amendments or supplements thereto, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicablethereof, will comply each comply, in all material respects with the applicable requirements of Canadian Securities Laws. The ; the Canadian Prospectuses, as amended or supplementedProspectus Supplement, as of their respective datesthe date of the Canadian Prospectus Supplement, did not andand any amendments or supplements thereto, as of each Applicable Time and Settlement Datewill not, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; and the Canadian ProspectusesProspectus Supplement, as amended and any amendments or supplementedsupplements thereto, as at the time of their respective dates, did and, as of each Applicable Time and Settlement Date, if anyfiling thereof, will contain each constitute, full, true and plain disclosure of all material facts relating to the Securities Shares. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and to statements of the Company and its Subsidiaries. The representations and warranties set forth contained in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described the Disclosure Package or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement assumptions underlying such information and a copy statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of each consent opinion, intention and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectusesexpectation, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereoftime they were or will be made, the Company was not were or will be made on reasonable grounds after due and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony proper consideration and were or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company will be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Acttruly and honestly held and fairly based.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, Company and the Company has filed all reports, schedules, forms, statements transactions contemplated by this Agreement meet the requirements for and other documents required to be filed by it comply with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt applicable conditions set forth in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 F-3 under the Securities Act. The Registration Statement will be filed with the Commission and will be declared effective by the Commission under the Securities Act prior to the issuance of any Placement Notices by the Company. The ADS Registration Statement and any amendment thereto has become effective pursuant to Rule 467(b) under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has complied to the Commission’s satisfaction with all requests not received, and has no notice of, any order of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base ProspectusesRegistration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the Prospectus Supplements, offer and sale of Placement Shares as contemplated hereby meet the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies requirements of all filings made by the Company Rule 415 under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Lawssaid Rule. The Canadian ProspectusesAny statutes, as amended or supplementedregulations, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract contracts or other document of a character documents that are required to be described in the Registration Statement or the Prospectuses, Prospectus or to be filed as an exhibit exhibits to the Registration Statement have been so described or filed. Copies of the Registration Statement, which is not described the ADS Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed as required. The statistical, industry and market-related data included in with the Prospectuses is based Commission on or derived from sources that prior to the Company believes date of this Agreement have been delivered, or are available through XXXXX, to be reliable Agent and accurate, and such data agrees with the sources from which it is derivedits counsel. The Company has delivered not distributed and, prior to the Investor one complete copy later to occur of each Settlement Date and completion of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies distribution of the Canadian Base ProspectusPlacement Shares, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that and the Company Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Agent has consented any such consent not to be unreasonable withheld, conditioned, or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Actdelayed. The ADSs are registered pursuant to Section 12(b) of the Shares Exchange Act and at are currently listed on the date hereofExchange under the trading symbol “BNOX.” The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the ADSs under the Exchange Act, delisting the ADSs from the Exchange, nor has the Company was not and received any notification that the Commission or the Exchange is not an “ineligible issuer,” as defined contemplating terminating such registration or listing. To the Company’s knowledge, it is in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 compliance with all applicable listing requirements of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActExchange.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company is a “foreign private issuer” (as defined in Rule 405 under the Securities Act) and meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has become effective pursuant to Rule 467(b) under been issued by any Canadian Securities Regulator, the Securities Act. The Company has complied Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the CommissionCompany’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required knowledge, are contemplated by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies , and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of all filings made this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and all Commission Documents that were has been filed with the Commission have either been delivered Commission; pursuant to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company Rule 467(b) under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this AgreementAct, the Registration Statement became effective on April 10, 2014 (the “Applicable Time” means, with respect to any Shares, Effective Date”). The Registration Statement and the time of Prospectuses and the offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will NI 44-102 and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. The Canadian ProspectusesAny statutes, as amended or supplementedregulations, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract contracts or other document of a character documents that are required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, which is not described the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as requiredapplicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agent and its counsel. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base U.S. Prospectus and the Registration Statement and a copy Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of each consent and certificate Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of experts the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as a part thereofrequired, and conformed copies of other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Registration Statement Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (without exhibitsas defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the ProspectusesCompany’s knowledge, as amended are contemplated or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that and the Company or another offering participant made a bona fide offer (within U.S. Prospectus and any Issuer Free Writing Prospectus to which the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActAgent has consented.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company is a “foreign private issuer” (as defined in Rule 405 under the Securities Act) and meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has become effective pursuant to Rule 467(b) under been issued by any Canadian Securities Regulator, the Securities Act. The Company has complied Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the CommissionCompany’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required knowledge, are contemplated by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies , and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of all filings made this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and all Commission Documents that were has been filed with the Commission have either been delivered Commission; pursuant to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company Rule 467(b) under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this AgreementAct, the Registration Statement became effective on November 18, 2016 (the “Applicable Time” means, with respect to any Shares, Effective Date”). The Registration Statement and the time of Prospectuses and the offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will NI 44-102 and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. The Canadian ProspectusesAny statutes, as amended or supplementedregulations, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract contracts or other document of a character documents that are required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, which is not described the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as requiredapplicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agent and its counsel. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base U.S. Prospectus and the Registration Statement and a copy Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of each consent and certificate Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of experts the Placement Shares, on the TSXV (other than routine post-closing filings) that have not been filed or made publicly available as a part thereofrequired, and conformed copies of other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Registration Statement Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (without exhibitsas defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the ProspectusesCompany’s knowledge, as amended are contemplated or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that and the Company or another offering participant made a bona fide offer (within U.S. Prospectus and any Issuer Free Writing Prospectus to which the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActAgent has consented.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it Corporation is qualified in accordance with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use provisions of NI 44-101 and NI 44-102 and for the use of to file a short form base shelf prospectus with respect to a distribution in each of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with Jurisdictions and the Canadian Qualifying Authorities subsequent entering into of this Agreement will not cause the Final Receipts to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied withlonger be effective. At the time of filing of the Registration Statement Statement, the Company Corporation met, and as of the date hereof the Company Corporation meets, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Company Corporation and, as applicable, the Company Corporation will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CompanyCorporation, threatened by the CommissionSEC. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord SEC or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the any Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this AgreementQualifying Authority. The Canadian ProspectusesProspectus, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian ProspectusesProspectus, as amended or supplemented, as of their respective datesits date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian ProspectusesProspectus, as amended or supplemented, as of their respective datesits date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities Placement Shares and to the Company and its SubsidiariesCorporation. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusesProspectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord the Agents furnished to the Company Corporation in writing by Canaccord or on behalf of the Agents expressly for use therein. The U.S. ProspectusesProspectus, at the time first filed in accordance with General Instruction II.L. of Form F-10F- 10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian ProspectusesProspectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 F-10, the U.S. Securities Act and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company Corporation has delivered to the Investor Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus, Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as Canaccord has the Agents have reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with requested. At the offering and sale time of filing of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At Statement and at the earliest time after the filing of the Registration Statement that the Company Corporation or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Shares and at Common Shares, the Corporation was not and, as of the date hereofof this Agreement, the Company was not and is not not, an “ineligible issuer,” Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission SEC pursuant to Rule 405 of under the U.S. Securities Act that it is not necessary that the Company Corporation be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActIneligible Issuer.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectusand, assuming no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord act or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company omission on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meetsMLV that would make such statement untrue, the general eligibility transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-10 under the Securities Act. The Registration Statement has become been filed with the Commission and has been declared effective pursuant to Rule 467(b) under the Securities Act. The U.S. Prospectus Supplement will name MLV as the agent in the section entitled “Plan of Distribution.” The Company has complied to the Commission’s satisfaction with all requests not received, and has no notice of, any order of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order a Canadian Commission preventing or suspending the use of the Base ProspectusesRegistration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement meets the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies requirements of all filings made by the Company Form F-10 under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will NI 44-102 and comply in all material respects with Canadian Securities Lawssaid National Instrument. The Canadian ProspectusesAny statutes, as amended regulations, document or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document contracts of a character required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit to the Registration Statement have been so described or filed. Copies of the Registration Statement, which is not described the Prospectuses, and any such amendments or supplements and all documents incorporated by reference therein that were filed as required. The statistical, industry and market-related data included in with the Prospectuses is based Commission on or derived from sources that prior to the Company believes date of this Agreement have been delivered, or are available through XXXXX, to be reliable MLV and accurate, and such data agrees with the sources from which it is derivedits counsel. The Company has delivered not distributed and, prior to the Investor one complete copy later to occur of each Settlement Date and completion of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies distribution of the Canadian Base ProspectusPlacement Shares, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Registration Statement and the Prospectuses or and any Issuer Free Writing Prospectus (as defined below) to which MLV has consented. The Common Shares are currently listed on the NASDAQ under the trading symbol “AEZS.” Except as disclosed in the Registration Statement. At , including the earliest time after Incorporated Documents, or the filing of the Registration Statement that Prospectuses, the Company or another offering participant made a bona fide offer (within has not, in the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at 12 months preceding the date hereof, received notice from the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under Exchanges to the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary effect that the Company is not in compliance with the listing or maintenance requirements of such Exchanges. Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectuses, the Company has no reason to believe that it will not in the foreseeable future continue to be considered an ineligible issuer)in compliance with all such listing and maintenance requirements, nor an “excluded issuer” as defined other than compliance with minimum bid or market capitalization requirements, in Rule 164 under respect of which the Securities ActCompany makes no representation or warranty.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) Company represents and warrants to, and agrees with, each of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Underwriters that: (the “Commission Documents”i) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for under the use Securities Act (Alberta) (the "ASA") and the rules, regulations, national, multijurisdictional or local instruments and published policy statements applicable in the Province of NI 44-101 Alberta, including the rules and NI 44-102 and procedures established for the use of a shelf prospectus pursuant to National Instrument 44-102 - Shelf Distributions (the "SHELF PROCEDURES"), for use of a short form prospectus with respect to the Securities pursuant to National Instrument 44-101 - Short Form Prospectus Distributions (collectively, "ALBERTA SECURITIES LAWS"); a preliminary short form base shelf prospectus (the "CANADIAN PRELIMINARY PROSPECTUS" and a (final) short form base shelf prospectus (the "CANADIAN SHELF PROSPECTUS") relating to debt securities of the Company to be offered for sale outside of Canada have been filed with respect to a distribution the Alberta Securities Commission in the Province of securities. The Reviewing Authority Alberta (the "ASC"); the ASC has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities a receipt for the Canadian Base Shelf Prospectus. Subsequent ; the Company will prepare and file, promptly after the execution and delivery of this Agreement, with the ASC, in accordance with the Shelf Procedures, a supplement to the issuance of the Receipt for the Canadian Base Prospectus, no other document Shelf Prospectus with respect to the Securities in a form approved by the Representative acting reasonably (the "PROSPECTUS SUPPLEMENT"); the Canadian Base Shelf Prospectus for which a final receipt has heretofore been received from the ASC, including the documents incorporated by reference therein, is herein referred to as the "CANADIAN PROSPECTUS" until such time as the Prospectus Supplement is filed with the ASC pursuant to the Shelf Procedures, at which time "Canadian Qualifying Authorities, except for any document filed with Prospectus" shall mean the Canadian Qualifying Authorities subsequent to Shelf Prospectus as supplemented by the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination Prospectus Supplement; no order having the effect of ceasing or suspending the sale or ceasing the trading distribution of the Shares or any other securities of the Company Securities has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority the ASC and no proceedings proceeding for that purpose have has been initiated or are pending or, to the best knowledge of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the ASC. (ii) The Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, meets the general eligibility requirements for use of Form F-10 under the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), and a registration statement on Form F-10 (File No. The Registration Statement has become effective pursuant to Rule 467(b333-116315) covering the registration of the debt securities of the Company under the Securities Act. The Company Act has complied to been filed with the United States Securities and Exchange Commission (the "COMMISSION"); such registration statement and any post-effective amendment thereto (including the Canadian Shelf Prospectus with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission’s satisfaction with all requests ), each in the form heretofore delivered to you and each of the Commission for additional or supplemental information. Any amendment or supplement to other Underwriters (including all documents incorporated by reference in the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed prospectus contained therein), have been declared effective by the Company and, as applicable, Commission in such form; no other document with respect to such registration statement or documents incorporated by reference therein has heretofore been filed or transmitted for filing with the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No Commission; no stop order suspending the effectiveness of the Registration Statement such registration statement has been issued, issued and no proceeding for that purpose has been instituted initiated or, to the knowledge of the Company, threatened by the Commission; any preliminary prospectus included in such registration statement or filed with the Commission in accordance with the rules and regulations of the Commission under the Securities Act, is hereinafter called a "U.S. PRELIMINARY PROSPECTUS"; the various parts of such registration statement, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective, each as amended at the time such part of the registration statement became effective, but excluding the Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), are hereinafter collectively called the "REGISTRATION STATEMENT"; the Company will prepare and file, promptly after the execution and delivery of this Agreement, with the Commission, in accordance with General Instruction II.L of Form F-10, the Prospectus Supplement; the prospectus included in the Registration Statement at the time it became effective, including the documents incorporated by reference therein, is herein called the "U.S. PROSPECTUS" until such time as the Prospectus Supplement is filed with the Commission in accordance with General Instruction II.L of Form F-10, at which time "U.S. Prospectus" shall mean such prospectus as supplemented by the Prospectus Supplement; the U.S. Preliminary Prospectus and the Canadian Preliminary Prospectus are hereinafter collectively called the "PRELIMINARY PROSPECTUSES" and the U.S. Prospectus and the Canadian Prospectus are hereinafter called the "PROSPECTUSES." (iii) The Company has prepared and filed with the Commission an appointment of agent for service of process upon the Company on Form F-X in conjunction with the filing of the Registration Statement (the "FORM F-X"). The Company has also caused the Trustee to prepare and file with the Commission a Statement of Eligibility under the Trust Indenture Act on Form T-1 (the "FORM T-1"). (iv) No order preventing or suspending the use of the Base Prospectuses, U.S. Preliminary Prospectus or the Prospectus Supplements, the Prospectuses or any Issuer Free Writing U.S. Prospectus has been issued by the Commission. Copies of all filings made by , and each U.S. Preliminary Prospectus and the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian ProspectusesU.S. Prospectus, at the time of filing thereof thereof, conformed in all material respects to the requirements of the Securities Act and the Trust Indenture Act, and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through UBS Securities LLC expressly for use therein. (v) No order preventing or suspending the use of the Canadian Preliminary Prospectus or the Canadian Prospectus has been issued by the ASC, and the Canadian Preliminary Prospectus and the Canadian Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Alberta Securities Laws, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through UBS Securities LLC expressly for use therein. (vi) The documents incorporated by reference in the Prospectuses, when they were filed with the applicable Canadian Qualifying AuthoritiesASC, complied andconformed in all material respects to the requirements of the Alberta Securities Laws and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; and any further documents so filed and incorporated by reference in the Prospectuses or any further amendment or supplement thereto, as amended of the applicable filing date or supplementedeffective date, if applicableas the case may be, will conform in all material respects to the applicable requirements of the Alberta Securities Laws and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; PROVIDED, HOWEVER, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through UBS Securities LLC expressly for use therein. (vii) As of the applicable filing date or effective date, as the case may be, (A) the Canadian Prospectus and any amendments or supplements thereto complied and will comply in all material respects with Canadian the Alberta Securities Laws. The ; (B) the U.S. Prospectus and the Registration Statement and any amendments or supplements thereto complied and will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission under the Securities Act and the Trust Indenture Act; (C) the Form F-X and any amendments or supplements thereto complied and will comply in all material respects with the applicable requirements of the Securities Act and the applicable -4- rules and regulations of the Commission under the Securities Act; (D) neither the Registration Statement nor any amendment or supplement thereto, together with each document incorporated therein by reference (as modified or superseded by the Registration Statement, any amendment or supplement thereto or any subsequent document incorporated therein by reference), contained or will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (E) the Canadian ProspectusesProspectus and any amendment or supplement thereto, together with each document incorporated therein by reference (as amended modified or supplementedsuperseded by the Canadian Prospectus, any amendment or supplement thereto or any subsequent document incorporated therein by reference), constituted and will constitute full, true and plain disclosure of all material facts relating to the Securities; and (F) the U.S Prospectus and any amendment or supplement thereto, together with each document incorporated therein by reference (as of their respective datesmodified or superseded by the U.S. Prospectus, any amendment or supplement thereto or any subsequent document incorporated therein by reference) did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses; PROVIDED, as amended or supplementedHOWEVER, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to that the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do this subsection (vii) shall not apply to any statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished in writing to the Company in writing by Canaccord an Underwriter through UBS Securities LLC expressly for use therein. The U.S. Prospectuses, at the time first filed . (viii) There are no reports or information that in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each requirements of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material ASC must be made publicly available in connection with the offering and sale of the Shares Securities that have not been made publicly available as required; there are no contracts, documents or other materials required to be filed with the ASC prior to the date hereof in connection with this Agreement the Canadian Prospectus that have not been filed as required; there are no contracts, documents or other than materials required to be described or referred to in the Prospectuses Canadian Prospectus or the Registration Statement. At the earliest time after the filing of filed as exhibits to the Registration Statement that the Company are not described, referred to or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” filed as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Actrequired.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.Commission

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectusand, assuming no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord act or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company omission on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meetsMLV that would make such statement untrue, the general eligibility transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the use of Form F-10 under the Securities Act. The Registration Statement has become been filed with the Commission and has been declared effective pursuant to Rule 467(b) under the Securities Act. The U.S. Prospectus Supplement will name MLV as the agent in the section entitled "Plan of Distribution." The Company has complied to the Commission’s satisfaction with all requests not received, and has no notice of, any order of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order a Canadian Commission preventing or suspending the use of the Base ProspectusesRegistration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement meets the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies requirements of all filings made by the Company Form F-10 under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will NI 44-102 and comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as said National Instrument and/or the conditions of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in exemptive relief order to make issued by the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to Quebec Authorité des marchés financiers exempting the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectusesrequirements to comply with certain provisions thereof. Any statutes, regulations, document or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document contracts of a character required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit to the Registration Statement have been so described or filed. Copies of the Registration Statement, which is not described the Prospectuses, and any such amendments or supplements and all documents incorporated by reference therein that were filed as required. The statistical, industry and market-related data included in with the Prospectuses is based Commission on or derived from sources that prior to the Company believes date of this Agreement have been delivered, or are available through XXXXX, to be reliable MLV and accurate, and such data agrees with the sources from which it is derivedits counsel. The Company has delivered not distributed and, prior to the Investor one complete copy later to occur of each Settlement Date and completion of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies distribution of the Canadian Base ProspectusPlacement Shares, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Registration Statement and the Prospectuses or and any Issuer Free Writing Prospectus (as defined below) to which MLV has consented. The Common Shares are currently listed on the NASDAQ under the trading symbol "AEZS." Except as disclosed in the Registration Statement. At , including the earliest time after Incorporated Documents, or the filing of the Registration Statement that Prospectuses or as publicly disclosed by the Company or another offering participant made a bona fide offer (within in its news release dated May 16, 2012, the meaning of Rule 164(h)(2) under Company has not, in the Securities Act) of the Shares and at 12 months preceding the date hereof, received notice from the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under Exchanges to the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary effect that the Company is not in compliance with the listing or maintenance requirements of such Exchanges. Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectuses, the Company has no reason to believe that it will not in the foreseeable future continue to be considered an ineligible issuer)in compliance with all such listing and maintenance requirements, nor an “excluded issuer” as defined other than compliance with minimum bid or market capitalization requirements, in Rule 164 under respect of which the Securities ActCompany makes no representation or warranty.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord the Agents or made available to Canaccord the Agents on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction in all material respects with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act Act, and all Commission Documents that were filed with the Commission Commission, in respect of the Offering have either been delivered to Canaccord the Agents or made available to Canaccord the Agents on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission Canadian Qualifying Authorities in respect of the Offering have either been delivered to Canaccord the Agents or made available to Canaccord the Agents on EXXXXSEDAR. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Placement Shares, the time of sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord the Agents furnished to the Company in writing by Canaccord the Agents expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy Agents copies of each of the Canadian Base Prospectus and Prospectus, the Registration Statement and a copy of each Statement, any consent and or certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) ), and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has the Agents have reasonably requestedThe requested in writing prior to the date hereof. The Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No ; no stop order suspending the effectiveness of the Registration Statement has been issued, is in effect and no proceeding proceedings for that such purpose has been instituted are pending before or, to the knowledge of the Company’s knowledge, threatened by the CommissionCommission and the Receipt has been obtained from the Reviewing Authority in respect of the Canadian Base Prospectus. No order preventing or action that would have the effect of ceasing or suspending the use distribution of the Base Prospectuses, the Prospectus Supplements, the Prospectuses Securities or any Issuer Free Writing Prospectus other securities of the Company has been issued by the Commission. Copies any Canadian securities regulatory authority in any of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this AgreementQualifying Jurisdictions (collectively, the “Applicable Time” meansCanadian Qualifying Authorities”) and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with respect to any Shares, the time of sale of such Shares pursuant to this Agreementin all material respects. The Canadian ProspectusesPreliminary Prospectus, at the time of filing thereof with thereof, complied, and the applicable Canadian Qualifying AuthoritiesFinal Prospectus and any amendments or supplements thereto, complied and, as amended or supplemented, if applicableat the time of filing thereof, will comply each comply, in all material respects with the applicable requirements of Canadian Securities Laws. The ; the Canadian ProspectusesPreliminary Prospectus, as amended or supplementedat the time of filing thereof, did not, and the Canadian Final Prospectus as of their respective dates, did not and, the date of the Canadian Final Prospectus and any amendments or supplements thereto and at any Date of Delivery (as of each Applicable Time and Settlement Date, if anydefined below), will not contain a misrepresentationnot, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; and the Canadian ProspectusesPreliminary Prospectus, as amended at the time of filing thereof, constituted, and the Canadian Final Prospectus and any amendments or supplementedsupplements thereto, as at the time of their respective dates, did and, as filing thereof and at any Date of each Applicable Time and Settlement Date, if anyDelivery, will contain each constitute, full, true and plain disclosure of all material facts relating to the Securities Securities. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and to statements of the Company and its Subsidiaries. The representations and warranties set forth contained in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described the General Disclosure Package or filed as required. The statistical, industry and market-related data included in the Final Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement assumptions underlying such information and a copy statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of each consent opinion, intention and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectusesexpectation, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereoftime they were or will be made, the Company was not were or will be made on reasonable grounds after due and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony proper consideration and were or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company will be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Acttruly and honestly held and fairly based.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No ; no stop order suspending the effectiveness of the Registration Statement has been issued, is in effect and no proceeding proceedings for that such purpose has been instituted are pending before or, to the knowledge of the Company’s knowledge, threatened by the CommissionCommission and the Receipt has been obtained from the Reviewing Authority in respect of the Canadian Base Prospectus. No order preventing or action that would have the effect of ceasing or suspending the use distribution of the Base Prospectuses, the Prospectus Supplements, the Prospectuses Securities or any Issuer Free Writing Prospectus other securities of the Company has been issued by the Commission. Copies any Canadian securities regulatory authority in any of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this AgreementQualifying Jurisdictions (collectively, the “Applicable Time” meansCanadian Qualifying Authorities”) and no proceedings for such purpose are pending before or, to the Company’s knowledge, threatened by any Canadian Qualifying Authority; and any request made to the Company on the part of any Canadian Qualifying Authorities for additional information has been complied with respect to any Shares, the time of sale of such Shares pursuant to this Agreementin all material respects. The Canadian ProspectusesPreliminary Prospectus, at the time of filing thereof with thereof, complied, and the applicable Canadian Qualifying AuthoritiesWarrant Prospectus and the Canadian Final Prospectus, complied andand any amendments or supplements thereto, as amended or supplemented, if applicableat the time of filing thereof, will comply each comply, in all material respects with the applicable requirements of Canadian Securities Laws. The ; the Canadian ProspectusesPreliminary Prospectus, as amended or supplementedat the time of filing thereof, did not, and the Canadian Warrant Prospectus and the Canadian Final Prospectus, as of their respective datesthe date of the Canadian Warrant Prospectus and Final Prospectus, did not andand any amendments or supplements thereto and at the Closing Time, as of each Applicable Time and Settlement Datewill not, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact that is required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The ; and the Canadian ProspectusesPreliminary Prospectus, as amended at the time of filing thereof, constituted, and the Canadian Warrant Prospectus and the Canadian Final Prospectus, and any amendments or supplementedsupplements thereto, as at the time of their respective dates, did and, as of each Applicable Time filing thereof and Settlement Date, if anyat the Closing Time, will contain each constitute, full, true and plain disclosure of all material facts relating to the Securities Securities. All forward-looking information (as defined in National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)) and to statements of the Company and its Subsidiaries. The representations and warranties set forth contained in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described the General Disclosure Package or filed as required. The statistical, industry and market-related data included in the Final Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement assumptions underlying such information and a copy statements, subject to any qualifications contained therein, including any forecasts and estimates, expressions of each consent opinion, intention and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectusesexpectation, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereoftime they were or will be made, the Company was not were or will be made on reasonable grounds after due and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony proper consideration and were or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company will be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Acttruly and honestly held and fairly based.

Registration Statement and Prospectuses. The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the applicable conditions set forth in Form F-10 under the Securities Act. The Registration Statement has been filed with the Commission and has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission or a Canadian Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement complies in all material respects with the requirements of Form F-10 under the Securities Act and the offer and sale of Placement Shares as contemplated hereby (and assuming compliance by the Agent with their obligations hereunder) meet the requirements of NI 44-102 and comply in all material respects with said National Instrument and/or the conditions of any exemptive relief order issued by the BCSC exempting the Company from the requirements to comply with certain provisions thereof. Any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectuses or to be filed as exhibits to the Registration Statement have been or will be in the case of the Prospectuses, so described or filed. Copies of the Registration Statement, the Prospectuses, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EXXXX, to Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectuses and any Issuer Free Writing Prospectus (as defined in Section 25 below) to which the Agent has consented. The Common Shares are registered pursuant to Section 12(b) of the U.S. Securities Exchange ActAct of 1934, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission as amended (the “Commission DocumentsExchange Act”) since ), and currently listed on the Exchanges under the trading symbol “CORV.” The Company has been subject taken no action designed to, or likely to have the requirements effect of, terminating the registration of Section 12 of the Common Shares under the Exchange Act, and all of such filings required to be filed within delisting the last 12 months have been made on a timely basis. The Company meets Common Shares from the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority Exchanges, nor has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued received any notification that the Commission or made by any a Canadian Qualifying Authority, any other securities commission, stock exchange Commission or other regulatory authority and no proceedings for that purpose have been initiated the Exchanges is contemplating terminating such registration or are pending or, to the best of listing. To the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, it is in compliance with all applicable listing and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as maintenance requirements of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActExchanges.

Registration Statement and Prospectuses. (i) The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission SEC the Registration Statement under the Securities Act, which became effective on September 25, 2024 (the “Commission DocumentsEffective Date”) since ), for the Company has been subject to registration under the requirements of Section 12 Securities Act of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied withPublic Shares. At the time of filing the Registration Statement such filing, the Company met, and as of met the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement reference in this Agreement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicableStatement, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base ProspectusesProspectus, the Prospectus Supplements, Supplement or the Prospectuses or any Issuer Free Writing Canadian Prospectus has been issued shall be deemed to refer to and include the documents incorporated by the Commission. Copies of all filings made by the Company reference therein which were filed under the Securities Exchange Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the applicable Canadian Securities Laws that were filed Laws, on or furnished with before the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes date of this Agreement, or the “Applicable Time” meansissue date of the Prospectus, with respect to any Sharesthe Prospectus Supplement or the Canadian Prospectus, as the case may be. (ii) The Canadian Base Shelf Prospectus and the Canadian Prospectus Supplement complied as of the time of sale filing thereof, and any further amendments or supplements thereto will comply, in all material respects with the applicable requirements of such Shares pursuant to this Agreement. The the applicable Canadian ProspectusesSecurities Laws; the Canadian Prospectus, at as of the time of filing thereof, did not, and any further amendments or supplements thereto will not, as of the time of filing thereof with and through the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or Closing Date include any untrue statement of a material fact or omit to state a material fact that is required to be stated or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not false or misleading. The , and the Canadian Prospectuses, as amended or supplementedProspectus, as of their respective datesthe time of filing thereof, did andconstituted, and any further amendments or supplements thereto will, as of each Applicable Time the time of filing thereof and Settlement Datethrough the Closing Date constitute, if any, will contain full, true and plain disclosure of all material facts relating to the Securities Public Shares and to the Company and its SubsidiariesCompany. The representations and warranties Company is eligible to use the procedures set forth in NI 44-101 and National Instrument 44-102 – Shelf Distributions. No cease trade order preventing or suspending the two immediately preceding sentences do not apply to statements in or omissions from use of the Canadian ProspectusesProspectus or preventing the distribution of the Public Shares has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened, by any Canadian Securities Administrators; as of their respective dates. To its knowledge, the Company is not a "related issuer" or "connected issuer" (as those terms are defined in National Instrument 33-105 - Underwriting Conflicts of the Canadian Securities Administrators) of any of the Underwriters. (iii) Any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus, the Prospectus Supplement or the Canadian Prospectus Supplement shall be deemed to refer to and include (a) the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference, and (b) the filing of any amendments document under applicable Canadian Securities Laws after the date of this Agreement, or supplements theretothe date of the Canadian Prospectus Supplement, made as the case may be, deemed to be incorporated therein by reference. (iv) All references in reliance upon this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in conformity with the Registration Statement, the Prospectus, the Prospectus Supplement or the Canadian Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information relating which is or is deemed to Canaccord furnished be incorporated by reference in the Registration Statement, the Prospectus, the Prospectus Supplement or the Canadian Prospectus, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or the Prospectus Supplement has been issued, and no Proceeding for any such purpose is pending or has been initiated or, to the Company knowledge of the Company, is threatened in writing by Canaccord expressly for use thereinthe SEC. The U.S. Prospectuses, at No order of any Canadian Securities Administrator or stock exchange in Canada to cease distribution of the time first filed in accordance with General Instruction II.L. of Form F-10, conformed andPublic Shares under the Canadian Prospectus, as amended or supplemented, if applicablehas been issued and no Proceedings for such purpose have been initiated or, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each knowledge of the Canadian Base Prospectus and the Registration Statement and a copy Company, threatened. (v) For purposes of each consent and certificate of experts filed as a part thereofthis Agreement, and conformed copies of the Canadian Base “Free Writing Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord ” has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined set forth in Rule 405 under the Securities Act. The Company will not, in without the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 prior consent of the Securities Act (without taking account of Representative, prepare, use or refer to any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActFree Writing Prospectus.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXXXXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXXXXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(bCompany is a “foreign private issuer” (as defined in Rule 405 under the 0000 Xxx) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to meets the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 Form F-10 under the 1933 Act and NI 44-102 and for the is qualified to use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for Shelf Procedures provided under the Canadian Base Prospectus. Subsequent to Securities Laws; a Final Receipt has been obtained from the issuance OSC in respect of the Receipt for the Canadian Base Prospectus, and no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination order having the effect of ceasing or suspending the sale trading or ceasing the trading distribution of the Shares or any other securities of the Company Securities has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority Commission and no proceedings for that purpose have been initiated instituted or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, Commission or any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No court; no stop order suspending the effectiveness of the Registration Statement has been issued, issued by the Commission and no proceeding proceedings for that purpose has have been instituted or are pending or, to the knowledge of the Company’s knowledge, threatened are contemplated by the Commission. No order preventing or suspending ; the use Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of the Base Prospectusesthis Agreement, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made prepared by the Company under the Securities provisions of the 1933 Act and all Commission Documents that were has been filed with the Commission Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on July 15, 2011 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus, including amendments thereof, have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under Underwriters, other than the Canadian Securities Laws that were Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; at the Closing Time and any Date of Delivery, there will be no reports or furnished information that, in accordance with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For requirements of the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, must be filed or include any untrue statement of a material fact or omit to state a material fact necessary made publicly available in order to make connection with the statements therein, in the light listing of the circumstances under which they were madeSecurities on the Toronto Stock Exchange (“TSX”) or on the NYSE Amex (“NYSE AMEX”) (other than routine post-closing filings) that have not been filed or made publicly available as required, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from other than the Canadian ProspectusesProspectus Supplement and U.S. Prospectus Supplement, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first which will be filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is applicable law; there are no franchise, contract or other document of a character documents required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of OSC in connection with the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses Canadian Prospectus Supplement or the Registration Statement. At the earliest time after the filing of the Registration Statement Canadian Prospectus that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was have not and is not an “ineligible issuer,” been filed as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Actrequired.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company is a “foreign private issuer” (as defined in Rule 405 under the Securities Act) and meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has become effective pursuant to Rule 467(b) under been issued by any Canadian Securities Regulator, the Securities Act. The Company has complied Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the CommissionCompany’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required knowledge, are contemplated by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies , and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of all filings made this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and all Commission Documents that were has been filed with the Commission have either been delivered Commission; pursuant to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company Rule 467(b) under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this AgreementAct, the “Applicable Time” meansRegistration Statement became effective on December 3, with respect to any Shares, 2020. The Registration Statement and the time of Prospectuses and the offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied andNI 44-101 and NI 44-102, as amended or supplemented, if applicable, will and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. The Canadian ProspectusesAny statutes, as amended or supplementedregulations, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract contracts or other document of a character documents that are required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, which is not described the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as requiredapplicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agents and their counsel. The statistical, industry U.S. Prospectus and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of Canadian Prospectus will name each of the Agents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Base Prospectus and Supplement, there are no documents required to be filed with the Registration Statement and a copy of each consent and certificate of experts filed as a part thereofCanadian Securities Regulators, and conformed copies of in connection with the Canadian Base Prospectus, the Registration Statement Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (without exhibitsas defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the ProspectusesCompany’s knowledge, as amended are contemplated or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that and the Company or another offering participant made a bona fide offer (within U.S. Prospectus and any Issuer Free Writing Prospectus to which the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActAgents have consented.

Registration Statement and Prospectuses. The Common Shares REIT and Granite GP are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it qualified in accordance with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use provisions of NI 44-101 and NI 44-102 and for the use of to file a short form base shelf prospectus with respect to a distribution in each of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with Jurisdictions and the Canadian Qualifying Authorities subsequent entering into of this Agreement will not cause the Final Receipt to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied withlonger be effective. At the time of filing of the Registration Statement Statement, the Company REIT and Granite GP met, and as of the date hereof the Company meetsREIT and Granite GP meet, the general eligibility requirements for use of Form F-10 under the U.S. Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements Statement or the Prospectuses required by this Agreement will be so prepared and filed by the Company REIT and Granite GP and, as applicable, the Company REIT and Granite GP will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the CompanyREIT or Granite GP, threatened by the CommissionSEC. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord SEC or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the any Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this AgreementQualifying Authority. The Canadian ProspectusesProspectus, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied in all material respects and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian ProspectusesProspectus, as amended or supplemented, as of their respective datesits date, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian ProspectusesProspectus, as amended or supplemented, as of their respective datesits date, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities Placement Units and to the Company REIT and its SubsidiariesGranite GP. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian ProspectusesProspectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord the Agents furnished to the Company REIT and Granite GP in writing by Canaccord or on behalf of the Agents expressly for use therein. The U.S. ProspectusesProspectus, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed in all material respects and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian ProspectusesProspectus, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 F-10, the U.S. Securities Act and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry REIT and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has Granite GP have delivered to the Investor Agents one complete copy of each of the Canadian Final Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Final Base Prospectus, Prospectus and the Registration Statement (without exhibits) and the Prospectuses, as may be amended or supplemented, in such quantities and at such places as Canaccord has the Agents have reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with requested. At the offering and sale time of filing of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At Statement and at the earliest time after the filing of the Registration Statement that the Company REIT, Granite GP or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Shares Units, the REIT and at Granite GP were not and, as of the date hereofof this Agreement, the Company was not and is not are not, an “ineligible issuer,” Ineligible Issuer (as defined in Rule 405 under the U.S. Securities Act), in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission SEC pursuant to Rule 405 of under the U.S. Securities Act that it is not necessary that the Company REIT or Granite GP be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActIneligible Issuer.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) Company and, assuming no act or omission on the part of MLV that would make such statement untrue, the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed transactions contemplated by it with the Commission (the “Commission Documents”) since the Company has been subject to this Agreement meet the requirements of Section 12 of the Exchange Act, for and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets comply with the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become been filed with the Commission and has been declared effective pursuant to Rule 467(b) under the Securities Act. Each U.S. Prospectus Supplement will name MLV as the agent in the section entitled “Plan of Distribution.” The Company has complied to the Commission’s satisfaction with all requests not received, and has no notice of, any order of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order a Canadian Commission preventing or suspending the use of the Base ProspectusesRegistration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement complies in all material respects with the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies requirements of all filings made by the Company Form F-10 under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby (and assuming compliance by MLV with its obligations hereunder) meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will NI 44-102 and comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as said National Instrument and/or the conditions of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in exemptive relief order to make issued by the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to BCSC exempting the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectusesrequirements to comply with certain provisions thereof. Any statutes, regulations, document or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document contracts of a character required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit to the Registration Statement have been or will be in the case of the Prospectuses, so described or filed. Copies of the Registration Statement, which is not described the Prospectuses, and any such amendments or supplements and all documents incorporated by reference therein that were filed as required. The statistical, industry and market-related data included in with the Prospectuses is based Commission on or derived from sources that prior to the Company believes date of this Agreement have been delivered, or are available through EXXXX, to be reliable MLV and accurate, and such data agrees with the sources from which it is derivedits counsel. The Company has delivered not distributed and, prior to the Investor one complete copy later to occur of each Settlement Date and completion of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies distribution of the Canadian Base ProspectusPlacement Shares, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Registration Statement and the Prospectuses or and any Issuer Free Writing Prospectus (as defined below) to which MLV has consented. The Common Shares are currently listed on the TSX and the NASDAQ under the trading symbols “COM” and “CRME,” respectively. Except as disclosed in the Registration Statement. At , including the earliest time after Incorporated Documents, or the filing of the Registration Statement that Prospectuses, the Company or another offering participant made a bona fide offer (within has not, in the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at 12 months preceding the date hereof, received notice from the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under Exchanges to the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary effect that the Company is not in compliance with the listing or maintenance requirements of such Exchanges. Except as disclosed in the Registration Statement, including the Incorporated Documents, or the Prospectuses, the Company has no reason to believe that it will not in the foreseeable future continue to be considered an ineligible issuer)in compliance with all such listing and maintenance requirements, nor an “excluded issuer” as defined other than compliance with minimum bid or market capitalization requirements, in Rule 164 under respect of which the Securities ActCompany makes no representation or warranty.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(bCompany is a “foreign private issuer” (as defined in Rule 405) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to meets the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 Form F-10 under the 1933 Act and NI 44-102 and for the is qualified to use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for Shelf Procedures provided under the Canadian Base Prospectus. Subsequent to Securities Laws; a Final Receipt has been obtained from the issuance OSC, as principal regulator, in respect of the Receipt for the Canadian Base Prospectus, and no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination order having the effect of ceasing or suspending the sale trading or ceasing the trading distribution of the Shares or any other securities of the Company Securities has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority Commission and no proceedings for that purpose have been initiated instituted or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, Commission or any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No court; no stop order suspending the effectiveness of the Registration Statement has been issued, issued by the Commission and no proceeding proceedings for that purpose has have been instituted or are pending or, to the knowledge of the Company’s knowledge, threatened are contemplated by the Commission. No order preventing or suspending ; the use Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of the Base Prospectusesthis Agreement, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made prepared by the Company under the Securities provisions of the 1933 Act and all Commission Documents that were has been filed with the Commission Commission; pursuant to Rule 467(b) under the 1933 Act, the Registration Statement became effective on March 19, 2019 (the “Effective Date”); if requested, copies of the Registration Statement and the Canadian Base Prospectus, including amendments thereof, have either been delivered to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company under Underwriters, other than the Canadian Securities Laws that were Prospectus Supplement and U.S. Prospectus Supplement, which will be filed as required by applicable law; at the Closing Time and any Date of Delivery, there will be no reports or furnished information that, in accordance with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For requirements of the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, must be filed or include any untrue statement of a material fact or omit to state a material fact necessary made publicly available in order to make connection with the statements therein, in the light listing of the circumstances under which they were madeSecurities on the Toronto Stock Exchange (“TSX”) or on the New York Stock Exchange (“NYSE”) (other than routine post-closing filings) that have not been filed or made publicly available as required, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from other than the Canadian ProspectusesProspectus Supplement and U.S. Prospectus Supplement, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first which will be filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is applicable law; there are no franchise, contract or other document of a character documents required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of OSC in connection with the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses Canadian Prospectus Supplement or the Registration Statement. At the earliest time after the filing of the Registration Statement Canadian Prospectus that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was have not and is not an “ineligible issuer,” been filed as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Actrequired.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company is a “foreign private issuer” (as defined in Rule 405 under the Securities Act) and meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has become effective pursuant to Rule 467(b) under been issued by any Canadian Securities Regulator, the Securities Act. The Company has complied Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the CommissionCompany’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required knowledge, are contemplated by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies , and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of all filings made this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and all Commission Documents that were has been filed with the Commission have either been delivered Commission; pursuant to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company Rule 467(b) under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this AgreementAct, the “Applicable Time” meansRegistration Statement became effective on December 23, with respect to any Shares, 2022. The Registration Statement and the time of Prospectuses and the offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied andNI 44-101 and NI 44-102, as amended or supplemented, if applicable, will and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. The Canadian ProspectusesAny statutes, as amended or supplementedregulations, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract contracts or other document of a character documents that are required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, which is not described the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as requiredapplicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agents and their counsel. The statistical, industry U.S. Prospectus and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of Canadian Prospectus will name each of the Agents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Base Prospectus and Supplement, there are no documents required to be filed with the Registration Statement and a copy of each consent and certificate of experts filed as a part thereofCanadian Securities Regulators, and conformed copies of in connection with the Canadian Base Prospectus, the Registration Statement Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (without exhibitsas defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the ProspectusesCompany’s knowledge, as amended are contemplated or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that and the Company or another offering participant made a bona fide offer (within U.S. Prospectus and any Issuer Free Writing Prospectus to which the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActAgents have consented.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company is a “foreign private issuer” (as defined in Rule 405 under the Securities Act) and meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has become effective pursuant to Rule 467(b) under been issued by any Canadian Securities Regulator, the Securities Act. The Company has complied Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the CommissionCompany’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required knowledge, are contemplated by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies , and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of all filings made this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and all Commission Documents that were has been filed with the Commission have either been delivered Commission; pursuant to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company Rule 467(b) under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this AgreementAct, the Registration Statement became effective on April 21, 2023 (the “Applicable Time” means, with respect to any Shares, Effective Date”). The Registration Statement and the time of Prospectuses and the offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will NI 44-102 and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. The Canadian ProspectusesAny statutes, as amended or supplementedregulations, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract contracts or other document of a character documents that are required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, which is not described the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as requiredapplicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agent and its counsel. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of each of the Canadian Base U.S. Prospectus and the Registration Statement and a copy Canadian Prospectus will name the Agent as an agent in the section entitled “Plan of each consent and certificate Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of experts the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as a part thereofrequired, and conformed copies of other than the Canadian Prospectus Supplement, there are no documents required to be filed with the Canadian Securities Regulators, in connection with the Canadian Base Prospectus, the Registration Statement Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (without exhibitsas defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the ProspectusesCompany’s knowledge, as amended are contemplated or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that and the Company or another offering participant made a bona fide offer (within U.S. Prospectus and any Issuer Free Writing Prospectus to which the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActAgent has consented.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord CF&Co or made available to Canaccord CF&Co on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement has become effective pursuant to Rule 467(b) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies of all filings made by the Company under the Securities Act and all Commission Documents that were filed with the Commission have either been delivered to Canaccord CF&Co or made available to Canaccord CF&Co on EXXXX. Copies of all filings made by the Company under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord CF&Co or made available to Canaccord CF&Co on EXXXX. For the purposes of this Agreement, the “Applicable Time” means, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement. The Canadian Prospectuses, at the time of filing thereof with the applicable Canadian Qualifying Authorities, complied and, as amended or supplemented, if applicable, will comply in all material respects with Canadian Securities Laws. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company Agent Information (as defined in writing by Canaccord expressly for use thereinSection 11(b) herein). The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Prospectuses, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required. The statistical, industry and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one CF&Co complete copy copies of each of the Canadian Base Prospectus and the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Canadian Base Prospectus, the Registration Statement (without exhibits) and the Prospectuses, as amended or supplemented, in such quantities and at such places as Canaccord CF&Co has reasonably requestedThe requested. The Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities Act.

Registration Statement and Prospectuses. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission (the “Commission Documents”) since the Company has been subject to the requirements of Section 12 of the Exchange Act, and all of such filings required to be filed within the last 12 months have been made on a timely basis. The Company is a “foreign private issuer” (as defined in Rule 405 under the Securities Act) and meets the general eligibility requirements for the use of NI 44-101 and NI 44-102 and for the use of a short form base shelf prospectus with respect to a distribution of securities. The Reviewing Authority has issued the Receipt on behalf of itself and the other Canadian Qualifying Authorities for the Canadian Base Prospectus. Subsequent to the issuance of the Receipt for the Canadian Base Prospectus, no other document with respect to the Canadian Base Prospectus has heretofore been filed with the Canadian Qualifying Authorities, except for any document filed with the Canadian Qualifying Authorities subsequent to the date of such Receipt in the form heretofore delivered to Canaccord or made available to Canaccord on SEDAR. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Shares or any other securities of the Company has been issued or made by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority and no proceedings for that purpose have been initiated or are pending or, to the best of the Company’s knowledge, are contemplated or threatened by any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority, and any request made to the Company on the part of any Canadian Qualifying Authority, any other securities commission, stock exchange or other regulatory authority for additional information has been complied with. At the time of filing the Registration Statement the Company met, and as of the date hereof the Company meets, the general eligibility requirements for use of Form F-10 under the Securities Act. The Registration Statement Act and is eligible for the use of the Shelf Procedures under Canadian Securities Laws; no order suspending the trading or distribution of the Common Shares has become effective pursuant to Rule 467(b) under been issued by any Canadian Securities Regulator, the Securities Act. The Company has complied Exchanges or Investment Industry Regulatory Organization of Canada (“IIROC”), and no proceedings, for that purpose, have been instituted or are pending or, to the CommissionCompany’s satisfaction with all requests of the Commission for additional or supplemental information. Any amendment or supplement to the Registration Statements or the Prospectuses required knowledge, are contemplated by this Agreement will be so prepared and filed by the Company and, as applicable, the Company will use commercially reasonable efforts to cause it to become effective as soon as reasonably practicable. No any Canadian Securities Regulator; no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. No order preventing or suspending the use of the Base Prospectuses, the Prospectus Supplements, the Prospectuses or any Issuer Free Writing Prospectus has been issued by the Commission. Copies , and no proceedings for that purpose have been instituted or are pending or to the Company’s knowledge, are contemplated by the Commission; the Registration Statement, including the U.S. Base Prospectus and such amendments to such Registration Statement as may have been required to the date of all filings made this Agreement, has been prepared by the Company under the applicable provisions of the Securities Act and all Commission Documents that were has been filed with the Commission have either been delivered Commission; pursuant to Canaccord or made available to Canaccord on EXXXX. Copies of all filings made by the Company Rule 467(b) under the Canadian Securities Laws that were filed or furnished with the Commission have either been delivered to Canaccord or made available to Canaccord on EXXXX. For the purposes of this AgreementAct, the “Applicable Time” meansRegistration Statement became effective on May 1, with respect to any Shares, 2019. The Registration Statement and the time of Prospectuses and the offer and sale of such Placement Shares pursuant to this Agreement. The Canadian Prospectuses, at as contemplated hereby meet the time requirements of filing thereof with the applicable Canadian Qualifying Authorities, complied andNI 44-101 and NI 44-102, as amended or supplemented, if applicable, will and comply in all material respects with the provisions thereof and other applicable Canadian Securities Laws. The Canadian ProspectusesAny statutes, as amended or supplementedregulations, as of their respective dates, did not and, as of each Applicable Time and Settlement Date, if any, will not contain a misrepresentation, as defined under Canadian Securities Laws, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Canadian Prospectuses, as amended or supplemented, as of their respective dates, did and, as of each Applicable Time and Settlement Date, if any, will contain full, true and plain disclosure of all material facts relating to the Securities and to the Company and its Subsidiaries. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Canadian Prospectuses, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to Canaccord furnished to the Company in writing by Canaccord expressly for use therein. The U.S. Prospectuses, at the time first filed in accordance with General Instruction II.L. of Form F-10, conformed and, as amended or supplemented, if applicable, will conform in all material respects to the Canadian Prospectuses, except for such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the Rules and Regulations. There is no franchise, contract contracts or other document of a character documents that are required to be described in the Registration Statement or the Prospectuses, Prospectuses or to be filed as an exhibit exhibits to the Registration Statement or the Prospectuses have been so described or filed. Copies of the Registration Statement, which is not described the U.S. Prospectus or the Canadian Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission or the Canadian Securities Regulators, as requiredapplicable, on or prior to the date of this Agreement have been delivered, or are available through XXXXX or SEDAR, as the case may be, to the Agents and their counsel. The statistical, industry U.S. Prospectus and market-related data included in the Prospectuses is based on or derived from sources that the Company believes to be reliable and accurate, and such data agrees with the sources from which it is derived. The Company has delivered to the Investor one complete copy of Canadian Prospectus will name each of the Agents as an agent in the section entitled “Plan of Distribution.” There are no reports or information that must be filed or made publicly available in connection with the listing of the Placement Shares, on the TSX (other than routine post-closing filings) that have not been filed or made publicly available as required, other than the Canadian Base Prospectus and Supplement, there are no documents required to be filed with the Registration Statement and a copy of each consent and certificate of experts filed as a part thereofCanadian Securities Regulators, and conformed copies of in connection with the Canadian Base Prospectus, the Registration Statement Canadian Prospectus Supplement or the Canadian Prospectus that have not been filed as required. The Commission has not issued an order preventing or suspending the use of the U.S. Base Prospectus, any Permitted Free Writing Prospectus (without exhibitsas defined below) or the U.S. Prospectus relating to the proposed offering of the Placement Shares and no proceedings for such purpose have been instituted or are pending or, to the ProspectusesCompany’s knowledge, as amended are contemplated or supplemented, in such quantities and at such places as Canaccord has reasonably requestedThe threatened by the Commission. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering and or sale of the Placement Shares in connection with this Agreement other than the Prospectuses or the Registration Statement. At the earliest time after the filing of the Registration Statement that and the Company or another offering participant made a bona fide offer (within U.S. Prospectus and any Issuer Free Writing Prospectus to which the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act, in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Securities Act (without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an ineligible issuer), nor an “excluded issuer” as defined in Rule 164 under the Securities ActAgents have consented.