Common use of Reimbursement of Certain Expenses Clause in Contracts

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the listing or quotation of the Shares on Nasdaq; (vi) any filings required to be made by the Representative with FINRA; and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; (ix) DTC and the transfer agent for the Shares; (x) the Accountants; (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering of the Shares and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among the Agreement Among Underwriters and any dealer agreementsDealer Agreements, and any Underwriters’ questionnaire; Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; , (v) the listing or quotation of the Shares on Nasdaq; the NYSE, (vi) any filings required to be made by the Representative Representatives with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; 10,000, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; , (x) the Accountants; Accountant, (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); , and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; , (vi) any filings required to be made by the Representative Agents with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) KPMG LLP and PricewaterhouseCoopers LLP (the “Accountants; ”), (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering, including, without limitation, the fees and disbursements of counsel to the Agents and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering; provided, however the fees and expenses of Agents’ counsel subject to reimbursement by the Company pursuant to clause (xii) of this Section 3(n): (A) shall not exceed $100,000 with respect to the establishment of the at-the-market program contemplated by this Agreement, including the negotiation, preparation and execution of this Agreement, and (B) shall not exceed $25,000 per year (with the first such year commencing on the date of execution of this Agreement) with respect to the ongoing implementation of the at-the-market program contemplated by this Agreement. For the avoidance of doubt, the parties acknowledge that except as provided in this Section 3(n) and Section 7 hereof, the Agents will pay all of their own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated by this Agreement.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they Partnership shall pay, or reimburse if paid by the RepresentativeBMOCM, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including including, but not limited to to, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the SharesUnits, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Units by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares Units on Nasdaq; the Exchange, (vi) any filings required to be made by BMOCM with the Representative with FINRA; Financial Industry Regulatory Authority, and the fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares Units for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; Partnership, (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; Units, (x) the Accountants; accountants for the Partnership, (xi) the marketing of the offering by the CompanyPartnership, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Partnership, (but not officers, employees, agents or other representatives xii) the fees and disbursements of the Representative); counsel to BMOCM and (xiixiii) all fees, costs and expenses for consultants used by the Company Partnership in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representativeany Agent, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Agents with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not up to exceed $3,000; 15,000, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable, employeesdocumented out-of-pocket fees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any the Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the listing or quotation of the Shares on Nasdaqthe NYSE; (vi) any filings required to be made by the Representative Representatives with FINRA; FINRA and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,00010,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; (ix) DTC and the transfer agent for the Shares; (x) the AccountantsAccountant; (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing ProspectusProspectus (as defined herein), the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE American and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (f) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the U.S. Agents in connection therewith, and, if requested by the RepresentativeU.S. Agents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (to a maximum of C$150,000, exclusive of taxes and disbursements, for United States and Canadian counsel plus an additional C$15,000, exclusive of taxes and disbursements, for United States and Canadian counsel per fiscal quarter in connection with subsequent Representation Dates hereunder) provided that any single expense greater than C$5,000 (other than with respect to the fees of United States and Canadian counsel) shall require the prior approval of the Company and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated ‎contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they ‎Company shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance ‎performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without ‎limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration ‎Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing ‎Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, ‎Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to ‎the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation ‎preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement‎Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration ‎Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing ‎Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection ‎connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; ‎the NYSE American, (vi) any filings required to be made by the Representative Agents with the ‎Financial Industry Regulatory Authority, Inc. (“FINRA; ”), the Commission and the fees, disbursements and other charges ‎charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the ‎the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions ‎jurisdictions designated pursuant to Section 4(h) hereof3(g), including the fees, disbursements and other ‎charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation ‎preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment ‎memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other ‎depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the ‎the marketing of the offering of the Shares by the Company, including, without limitation, all costs ‎costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, ‎officers,‎ employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable out-of-pocket ‎fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred on or prior to the date hereof in ‎connection with this Agreement, the Registration Statement and the Prospectus, including, ‎without limitation, the fees and disbursements of counsel to the Agents, provided that (1) such fees, ‎disbursements and other charges of the Agents shall be paid upon receiving an invoice or invoices ‎therefore from the Agents and (xii2) such fees of Agents’ counsel shall not exceed ‎US$100,000, exclusive of taxes and disbursements, and (xiii) all fees, costs ‎costs and expenses for consultants used by the Company in connection with the offering.offering of the Shares.‎

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the listing or quotation of the Shares on Nasdaqthe NYSE; (vi) any filings required to be made by the Representative Representatives with FINRA; and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,00010,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; (ix) DTC and the transfer agent for the Shares; (x) the AccountantsAccountant; (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all reasonable costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Issuer General Use Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the SharesShares and the Representatives’ Warrants, if any; (iii) the printing of this Agreement, any agreement among the Agreement Among Underwriters and any dealer agreements, Dealer Agreements and any Underwriters’ questionnaire; Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Issuer General Use Free Writing Prospectus, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; , (v) the listing or quotation of the Shares on the Nasdaq; , (vi) any filings required to be made by the Representative Representatives with the FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda memoranda; provided, however, that the Company shall not be required to pay or reimburse costs and the fees, disbursements and other charges expenses in excess of counsel for the Underwriters $25,000 in connection therewith; with this Section 4(k)(vii), (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); , and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Agents with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Company Accountants and each other accounting firm that has certified financial statements and/or supporting schedules incorporated by reference in the Registration Statement and the Prospectus (the “Third Party Accountants; ” and, together with the Company Accountants, the “Accountants”), (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering. Additionally, if Shares having an aggregate offering price of $62,500,000 or more have not been offered and sold under this Agreement by the eighteen-month anniversary of this Agreement (or such earlier date on which the Company terminates this Agreement) (the “Determination Date”), the Company shall reimburse each Agent for all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Agents incurred by the Agents in connection with the transactions contemplated by this Agreement (the “Expenses”); provided that the Company shall not be obligated to reimburse any Expenses in excess of $30,000 in the aggregate. If such Expenses are in excess of the $30,000 limit of reimbursement, each Agent shall be reimbursed for its pro rata share (based on the aggregate offering price of Shares sold by each Agent pursuant to this Agreement as of the Determination Date) of up to $30,000 of such Expenses. The Expenses shall be due and payable by the Company to the Agents within five (5) Business Days of the Determination Date.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among the Agreement Among Underwriters and any dealer agreementsDealer Agreements, and any Underwriters’ questionnaire; Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; , (v) the listing or quotation of the Shares on Nasdaq; the NYSE, (vi) any filings required to be made by the Representative with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; 10,000, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; , (x) the Accountants; Accountant, (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); , and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, BMOCM all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares on Nasdaq; the NYSE American and the TSX, (vi) any filings required to be made by BMOCM with the Representative with Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to Section 4(h) hereof3(g), including the fees, disbursements and other charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable out-of-pocket fees, employeesdisbursements and other charges of BMOCM incurred on or prior to the date hereof in connection with this Agreement, agents the Registration Statement and the Prospectuses, including, without limitation, the fees and disbursements of counsel, provided that (1) such fees, disbursements and other charges of BMOCM shall be paid upon receiving an invoice or other representatives of the Representative); invoices therefore from BMOCM and (xii2) such fees and disbursements of counsel shall not exceed Cdn$50,000 in the aggregate with respect to Canadian counsel and US$175,000 in the aggregate with respect to U.S. counsel, (xiii) the reasonable out-of-pocket fees, disbursements and other charges of BMOCM incurred after the date hereof in connection with this Agreement, the Registration Statement and the Prospectuses, including, without limitation, the fees and disbursements of counsel, provided that such fees, disbursements and other charges of BMOCM shall be paid upon receiving an invoice or invoices therefore from BMOCM and (xiv) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representativeany Agent, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Agents with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not up to exceed $3,000; 15,000, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable, employeesdocumented out-of-pocket fees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering, including, without limitation, the reasonable fees and disbursements of counsel to the Agents and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among the Agreement Among Underwriters and any dealer agreementsDealer Agreements, and any Underwriters’ questionnaire; ' Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; , (v) the listing or quotation of the Shares on Nasdaq; the NYSE, (vi) any filings required to be made by the Representative Representatives with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; 10,000, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; , (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; , (x) the Accountants; Accountant, (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); , and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeUnderwriter, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the SharesUnits, if any; (iii) the printing of this Agreement, any agreement among Underwriters Dealer Agreements and any dealer agreementsUnderwriter’s Questionnaire, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Units by the Underwriters Underwriter or by dealers to whom Shares Units may be sold; , (v) the listing or quotation of the Shares and the Warrant Shares on Nasdaq; the NASDAQ Global Select Market, (vi) any filings required to be made by the Representative Underwriter with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters Underwriter in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel to the Underwriter in connection therewith, and, if requested by the RepresentativeUnderwriter, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; Units, (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeUnderwriter); and , (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering, and (xiii) fees, disbursements and other charges of counsel to the Underwriter (in addition to (vi) and (vii) above) in an amount not to exceed $100,000.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company and the accountants of Jerritt Canyon, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering of the Shares and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeUnderwriter, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters Underwriter or by dealers to whom Shares may be sold; (v) the listing or quotation of the Shares on Nasdaqthe NYSE; (vi) any filings required to be made by the Representative Underwriter with FINRA; and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the RepresentativeUnderwriter, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters Underwriter in connection therewith; (viii) counsel to the Company; (ix) DTC and the transfer agent for the Shares; (x) the AccountantsAccountant; (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeUnderwriter); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the listing or quotation of the Shares on Nasdaqthe NYSE; (vi) any filings required to be made by the Representative with FINRA; and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,0005,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; (ix) DTC and the transfer agent for the Shares; (x) the AccountantsAccountant; (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, the Agreement Among Underwriters, any agreement among Underwriters and any dealer agreements, Dealer Agreements and any Underwriters’ questionnaire; Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; , (v) the listing or quotation of the Shares on Nasdaq; the NASDAQ Global Select Market, (vi) any filings required to be made by the Representative with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and , (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering, and (xiii) fees, disbursements and other charges of counsel to the Underwriters (in addition to (vi) and (vii) above) in an amount not to exceed $100,000.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeBMOCM, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Class A Common Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of any certificates representing the Class A Common Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Class A Common Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Class A Common Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative BMOCM with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not up to exceed $3,000; 10,000, (vii) the registration or qualification of the Class A Common Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other reasonable charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Class A Common Shares; , (x) the Accountants; , (xi) the any marketing of the offering by the Company, (xii) the reasonable, documented out-of-pocket fees, disbursements and other charges of BMOCM incurred in connection with the offering, including, without limitation, all costs the reasonable fees and expenses disbursements of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); counsel to BMOCM and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the Exchange and the TSX, (vi) any filings required to be made by the Representative Agents with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company, (xii) the reasonable, documented out-of-pocket fees, disbursements and other charges of the Agents incurred in connection with the offering, including, without limitation, the reasonable fees and disbursements of counsel to the Agents, such counsel expenses not to exceed $120,000 for the fees accumulated through the commencement of this offering, and thereafter, not to exceed $15,000 per quarter, provided however, that if during any subsequent quarter the Company (but not officers, employees, agents engages in a material acquisition transaction or other representatives similar non-ordinary course material event to the Company’s operations or financial position occurs, then the Company and the Agents will use their commercially reasonable efforts to agree upon the amount of the Representative); reimbursement for such counsel expenses and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeBMOCM, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative BMOCM with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not up to exceed $3,000; 10,000, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 4(h) hereof3, including the fees, disbursements and other reasonable charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, (xii) the reasonable, documented out-of-pocket fees, disbursements and other charges of BMOCM incurred in connection with the offering, including, without limitation, all costs the reasonable fees and expenses disbursements of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); counsel to BMOCM and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the listing or quotation of the Shares on Nasdaq; (vi) any filings required to be made by the Representative Representatives with FINRA; and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,00010,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; (ix) DTC and the transfer agent for the Shares; (x) the AccountantsAccountant; (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agent all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Offering Prospectus and any amendment or supplement to the Registration StatementOffering Prospectus, or the Prospectus; (ii) the preparation and delivery of certificates representing the Offered Shares, if any; (iii) the printing preparation of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Offering Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Offering, (v) the listing or quotation of the Offered Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Agent with FINRA; the Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters Agent in connection therewith; , (viiivii) counsel to the Company; , (viii) CDS and any other depositary, transfer agent or registrar for the Offered Shares, (ix) DTC and the transfer agent for the Shares; (x) the Accountants; (xi) the marketing of the offering of the Offered Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersx) all reasonable and documented out-of-pocket fees, employees, agents or disbursements and other representatives charges of the RepresentativeAgent incurred in connection with this Agreement, the Offering Prospectus and the offering of the Offered Shares (including without limitation, due diligence expense, meals, hotels, airfare, ancillary out-of-pocket expenses, the fees and disbursements of counsel to the Agent and all applicable taxes (to a maximum of $75,000, exclusive of taxes and disbursements); , provided that any single expense, other than fees and disbursements of counsel, greater than $1,000 shall require the prior written approval of the Company and (xiixi) all fees, costs and expenses for consultants used by the Company in connection with the offeringOffering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Agents with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; Accountants (as defined below), (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering. Additionally, if Shares having an aggregate offering price of $62,500,000 or more have not been offered and sold under this Agreement by the eighteen-month anniversary of this Agreement (or such earlier date on which the Company terminates this Agreement) (the “Determination Date”), the Company shall reimburse each Agent for all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Agents incurred by the Agents in connection with the transactions contemplated by this Agreement (the “Expenses”); provided that the Company shall not be obligated to reimburse any Expenses in excess of $30,000 in the aggregate. If such Expenses are in excess of the $30,000 limit of reimbursement, each Agent shall be reimbursed for its pro rata share (based on the aggregate offering price of Shares sold by each Agent pursuant to this Agreement as of the Determination Date) of up to $30,000 of such Expenses. The Expenses shall be due and payable by the Company to the Agents within five (5) Business Days of the Determination Date.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing ProspectusProspectus (as defined herein), the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NASDAQ and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (f) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the U.S. Agents in connection therewith, and, if requested by the RepresentativeU.S. Agents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (xiito a maximum of US$100,000, exclusive of taxes and disbursements, for United States and Canadian counsel plus an additional US$15,000, exclusive of taxes and disbursements, for United States and Canadian counsel per fiscal quarter in connection with subsequent Representation Dates hereunder) provided that any single expense greater than US$5,000 (other than with respect to the fees of United States and Canadian counsel) shall require the prior approval of the Company and all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Agents with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not up to exceed $3,000; 15,000, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other charges of one counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable, employeesdocumented out-of-pocket fees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering, including, without limitation, the reasonable fees and disbursements of counsel to the Agents and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeManagers, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including including, but not limited to to, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Managers, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Managers with FINRA; the Financial Industry Regulatory Authority, and the fees, disbursements and other charges of counsel for the Underwriters Managers in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (h) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Managers in connection therewith, and, if requested by the RepresentativeManagers, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Managers incurred in connection with the offering, including, without limitation, the reasonable fees and disbursements of one counsel to the Managers designated from time to time by the Managers and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they Partnership shall pay, or reimburse if paid by the Representativeany Manager, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including including, but not limited to to, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the SharesUnits, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Units by the Underwriters or by dealers to whom Shares may be sold; Managers, (v) the listing or quotation of the Shares Units on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Managers with FINRA; the Financial Industry Regulatory Authority, and the fees, disbursements and other charges of counsel for the Underwriters Managers in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares Units for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Managers in connection therewith, and, if requested by the RepresentativeManagers, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; Partnership, (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; Units, (x) the Accountants; accountants for the Partnership, (xi) the marketing of the offering by the CompanyPartnership, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Partnership, (but not officers, employees, agents or other representatives xii) the fees and disbursements of counsel to the Representative); Managers and (xiixiii) all fees, costs and expenses for consultants used by the Company Partnership in connection with the offering.

Reimbursement of Certain Expenses. (i) Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (ia) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (iiincluding the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (b) the preparation and delivery of certificates representing the Shares, if any; (iiic) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (ivd) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (ve) the listing or quotation of the Shares on Nasdaq; the Exchange, (vif) any filings required to be made by the Representative Agents with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; 10,000, (viig) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, in an amount not to exceed $10,000, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; an amount not to exceed $10,000, (viiih) counsel to the Company; , (ixi) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (xk) the Accountants; , (xil) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeAgents); , and (xiim) all fees, costs and expenses for consultants used by the Company in connection with the offering. (ii) Notwithstanding Section 3(n)(i)(g) hereof, if the Shares having an aggregate offering price of $10,000,000 or more have not been offered and sold under this Agreement by the eighteen-month anniversary of this Agreement (or such earlier date at which the Company terminates this Agreement) (the “Determination Date”), the Company shall reimburse the Agents for all reasonable fees and disbursements of counsel to the Agents incurred by the Agents in connection with the transactions contemplated by this Agreement, in an amount not to exceed $100,000 (the “Legal Expenses”). The Legal Expenses shall be due and payable by the Company within five (5) business days of the Determination Date.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeBMOCM, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative BMOCM with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (j) of this Section 4(h) hereof3, including the reasonable fees, disbursements and other charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all reasonable out-of-pocket fees, employeesdisbursements and other charges of BMOCM incurred in connection with the offering, agents or other representatives excluding the fees and disbursements of the Representative); counsel to BMOCM, and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering; provided, however, that BMOCM shall be responsible for any transfer taxes on resale of Shares by BMOCM and fees of BMOCM’s counsel other than as specifically provided above or elsewhere in this Agreement.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing ProspectusProspectus (as defined herein), the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSXV, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. ("FINRA; "), the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (f) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the U.S. Agents in connection therewith, and, if requested by the RepresentativeU.S. Agents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (to a maximum of US$50,000‎, exclusive of taxes and disbursements, for United States and Canadian counsel plus an additional US$17,500, exclusive of taxes and disbursements, for United States and Canadian counsel per fiscal quarter in connection with subsequent Representation Dates hereunder) provided that any single expense greater than US$10,000 shall require the prior approval of the Company and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the listing or quotation of the Shares on Nasdaq; (vi) any filings required to be made by the Representative with FINRA; FINRA and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; (ix) DTC and the transfer agent for the Shares; (x) the Accountants; (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeCitigroup, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Citigroup, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Citigroup with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters Citigroup in connection therewith in an amount not up to exceed $3,000; 15,000, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to Citigroup in connection therewith, and, if requested by the RepresentativeCitigroup, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable, employeesdocumented out-of-pocket fees, agents or disbursements and other representatives charges of Citigroup incurred in connection with the Representative); offering, including, without limitation, the reasonable fees and disbursements of counsel to Citigroup and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all reasonable costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Issuer General Use Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among the Agreement Among Underwriters and any dealer agreements, Dealer Agreements and any Underwriters’ questionnaire; Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Issuer General Use Free Writing Prospectus, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; , (v) the listing or quotation of the Shares on the Nasdaq; , (vi) any filings required to be made by the Representative Representatives with FINRA; the NASD, and the reasonable fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda memoranda; provided, however, that the Company shall not be required to pay or reimburse costs and the fees, disbursements and other charges expenses in excess of counsel for the Underwriters $25,000 in connection therewith; with this Section 4(k)(vii), (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); , and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE American and the TSXV, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”) and the filing fees incident to FINRA review, if any, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to Section 4(h) hereof3(f), including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred on or prior to the date hereof in connection with this Agreement, the Registration Statement and the Prospectuses, including, without limitation, the fees and disbursements of counsel, provided that (1) such fees, disbursements and other charges of the Agents shall be paid upon receiving an invoice or invoices therefore from the Agents and (xii2) such fees and disbursements of counsel shall not exceed US$200,000 in the aggregate, (xiii) the reasonable out-of-pocket fees, disbursements and other charges of the Agents incurred after the date hereof in connection with this Agreement, the Registration Statement and the Prospectuses, including, without limitation, the fees and disbursements of counsel, provided that such fees, disbursements and other charges of the Agents shall be paid upon receiving an invoice or invoices therefore from the Agents and such fees and disbursements of counsel shall not exceed US$20,000 in the aggregate per Representation Date and (xiv) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeBMOCM, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative BMOCM with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not up to exceed $3,000; 15,000, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable, employeesdocumented out-of-pocket fees, agents or disbursements and other representatives charges of BMOCM incurred in connection with the Representative); offering, including, without limitation, the reasonable fees and disbursements of counsel to BMOCM and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representativecause to be paid, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings filing fees required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; and the fees”) incident to FINRA review, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; if any, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, and, if requested by the RepresentativeU.S. Agent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative)Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of Canadian and US counsel to the Agents in an aggregate amount not to exceed US$35,000 (exclusive of taxes) plus the fees and disbursements of Canadian counsel to the Agents in respect of the French translation exemption sought from the Autorité des marchés financiers with respect to the filing of the Canadian Preliminary Base Prospectus; and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares (including all fees, costs and expenses of the Company’s auditors in connection with the Initial Comfort Letter and subsequent Comfort Letters).

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement thereto and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses, including the filing fees payable to the Commission relating to the Offered Shares within the time required by Rule 456 of the Rules and Regulations, (ii) the preparation and delivery of certificates representing the Offered Shares, if any; (iii) the printing preparation of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Offering, (v) the listing or quotation of the Offered Shares on Nasdaq; Cboe Canada or NASDAQ, (vi) any filings required to be made by the Representative Agents with the Canadian Qualifying Authorities or the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; or incidental thereto, (vii) the registration or qualification of the Offered Shares for offer and sale under the Act and the securities or Blue Sky “blue sky” laws of such jurisdictions designated pursuant to subsection (h) of this Section 4(h) hereof3, and, if requested by the RepresentativeU.S. Agent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees“blue sky” or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Offered Shares; , (x) the Accountants; (xi) the marketing of the offering of the Offered Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable and documented out-of-pocket fees, employees, agents or disbursements and other representatives charges of the RepresentativeAgents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Offered Shares, including without limitation, due diligence expense, meals, hotels, airfare, ancillary out-of-pocket expenses, the fees and disbursements of counsel to the Agents and all applicable taxes (to a maximum of: (i) with respect to the execution of this Agreement, payable upon such execution of this Agreement, [ ] for the fees of the Agents’ United States legal counsel and [ ] for the fees of the Agents’ Canadian legal counsel, in each case exclusive of taxes and disbursements and exclusive of any amounts previously incurred and for which the Company has paid to the Agents prior to the date of this Agreement including, without limitation, in connection with the Original Agreement; and (ii) [ ] for the fees of the Agents’ legal counsel, exclusive of taxes and disbursements, in connection with each Representation Date); , provided that any single expense, other than fees and disbursements of counsel, greater than [ ] shall require the prior written approval of the Company and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringOffering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the U.S. Agent in connection therewith, and, if requested by the RepresentativeU.S. Agent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents , and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing ProspectusProspectus (as defined herein), the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSXV, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. ("FINRA; "), the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (f) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the U.S. Agents in connection therewith, and, if requested by the RepresentativeU.S. Agents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (to a maximum of US$35,000‎, exclusive of taxes and disbursements, for Canadian counsel, and to a maximum of US$65,000 exclusive of taxes and disbursements, for United States counsel plus an additional US$17,500, exclusive of taxes and disbursements, for United States and Canadian counsel per fiscal quarter in connection with subsequent Representation Dates hereunder) provided that any single expense greater than US$10,000 shall require the prior approval of the Company and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ the Underwriter’s questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters Underwriter or by dealers to whom Shares may be sold; (v) the listing or quotation of the Shares on Nasdaqthe NYSE; (vi) any filings required to be made by the Representative with FINRA; FINRA and the fees, disbursements and other charges of counsel for the Underwriters Underwriter in connection therewith in an amount not to exceed $3,00010,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters Underwriter in connection therewith; (viii) counsel to the Company; (ix) DTC and the transfer agent for the Shares; (x) the AccountantsAccountant; (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Sales Agent all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation preparation, issuance and delivery of certificates representing the Shares, if any; including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Sales Agent, (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Sales Agent, (v) the listing or quotation of the Shares on Nasdaq; Nasdaq and the CSE, (vi) any filings required to be made by the Representative Sales Agent with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Sales Agent in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and including the fees, disbursements and other charges of counsel for to the Underwriters Sales Agent in connection therewith; , (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officersCompany, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares, and (xiii) the Company shall reimburse the Sales Agent for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of counsel to the Sales Agent) in an amount not to exceed US$40,000.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE American and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”) and the filing fees incident to FINRA review, if any, the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to Section 4(h) hereof3(f), including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred on or prior to the date hereof in connection with this Agreement, the Registration Statement and the Prospectuses, including, without limitation, the fees and disbursements of counsel, provided that (1) such fees, disbursements and other charges of the Agents shall be paid upon receiving an invoice or invoices therefore from the Agents and (xii2) such fees and disbursements of counsel shall not exceed US$225,000 in the aggregate, (xiii) the reasonable out-of-pocket fees, disbursements and other charges of the Agents incurred after the date hereof in connection with this Agreement, the Registration Statement and the Prospectuses, including, without limitation, the fees and disbursements of counsel, provided that such fees, disbursements and other charges of the Agents shall be paid upon receiving an invoice or invoices therefore from the Agents and such fees and disbursements of counsel shall not exceed US$25,000 in the aggregate per Representation Date and (xiv) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representativecause to be paid, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the TSX and the NYSE, (vi) any filings filing fees required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; and the fees”) incident to FINRA review, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; if any, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, and, if requested by the RepresentativeU.S. Agent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative)Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of Canadian and US counsel to the Agents in an aggregate amount not to exceed US$35,000 (exclusive of taxes) plus the fees and disbursements of Canadian counsel to the Agents in respect of the French translation exemption sought from the Autorité des marchés financiers with respect to the filing of the Canadian Preliminary Base Prospectus; and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares (including all fees, costs and expenses of the Company’s auditors in connection with the Initial Comfort Letter and subsequent Comfort Letters).

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or promptly reimburse if paid by the RepresentativePlacement Agent, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectuspreliminary prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and overnight courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectuspreliminary prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters Placement Agent or by dealers to through whom Shares may be sold; , (viv) the listing or quotation of the Shares on Nasdaq; the Nasdaq National Market, (viv) any filings required to be made by the Representative Placement Agent with FINRA; the NASD, and the fees, disbursements and other charges of counsel for the Underwriters Placement Agent in connection therewith in an amount not to exceed $3,000; therewith, (viivi) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h4(f) hereof, including the fees, disbursements and other charges of counsel to the Placement Agent in connection therewith, and, if requested by the RepresentativePlacement Agent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viiivii) counsel to the Company; Company including counsel issuing any patent opinions in connection with the Offering, (ixviii) DTC and the transfer agent for the Shares; , (xix) the Accountants; , (xix) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline ticketsair travel, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativePlacement Agent); , and (xiixi) all fees, costs and expenses for consultants used by the Company in connection with the offeringOffering. In addition, whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company shall pay, or promptly reimburse if paid by the Placement Agent, all of the Placement Agent's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated hereby, including the fees, disbursements and other charges of legal counsel to the Placement Agent; provided, however, that the Company shall not be required to pay or reimburse the Placement Agent for such out-of-pocket expenses exceeding $50,000 in the aggregate.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation, issuance and delivery of the Shares, including any transfer agent fees payable in connection therewith and the preparation and delivery of certificates representing the Shares, if any; applicable, (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the Nasdaq and the TSX, (vi) any filings required to be made by the Representative Agents with FINRA; FINRA and the filing fees incident to FINRA review, if any, the Commission and the Canadian Qualifying Authorities, and the reasonable and documented fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Securities Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to Section 4(h) hereof3(f), including the reasonable and documented fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred on or prior to the date hereof in connection with this Agreement, the Registration Statement and the Prospectuses, including, without limitation, the documented fees and disbursements of counsel, provided that (1) such fees, disbursements and other charges of the Agents shall be paid upon receiving an invoice or invoices therefore from the Agents and (xii2) such fees of counsel shall not exceed US$125,000 (exclusive of taxes and disbursements) in the aggregate, (xiii) the reasonable out-of-pocket fees, disbursements and other charges of the Agents incurred after the date hereof in connection with this Agreement, the Registration Statement and the Prospectuses, including, without limitation, documented fees and disbursements of counsel, provided that such fees, disbursements and other charges of the Agents shall be paid upon receiving an invoice or invoices therefore from the Agents and such fees of counsel shall not exceed US$25,000 (exclusive of taxes and disbursements) in the aggregate per Representation Date (as defined herein) and (xiv) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Sales Agent all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation preparation, issuance and delivery of certificates representing the Shares, if any; including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Sales Agent, (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Sales Agent, (v) the listing or quotation of the Shares on Nasdaq; Nasdaq and the CSE, (vi) any filings required to be made by the Representative Sales Agent with the Financial Industry Regulatory Authority, Inc. ("FINRA; "), and the fees, disbursements and other charges of counsel for the Underwriters Sales Agent in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and including the fees, disbursements and other charges of counsel for to the Underwriters Sales Agent in connection therewith; , (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officersCompany, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares, and (xiii) the Company shall reimburse the Sales Agent for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of counsel to the Sales Agent) in an amount not to exceed US$15,000.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration StatementProspectus, or the Prospectus; (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the TSX, (vi) any filings required to be made by the Representative Agents with FINRA; the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith; , (viiivii) counsel to the Company; , (ixviii) DTC CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xiix) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersx) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with this Agreement, the Prospectus and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (to a maximum of C$75,000, exclusive of taxes and disbursements, plus an additional C$7,500, exclusive of taxes and disbursements, per fiscal quarter in connection with subsequent Representation Dates hereunder) provided that any single expense greater than C$7,500 shall require the prior approval of the Company and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (d) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the U.S. Agent in connection therewith, and, if requested by the RepresentativeU.S. Agent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred prior to the date hereof in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (to a maximum of US$200,000, exclusive of taxes and disbursements) provided that any single expense greater than US$10,000 shall require the prior approval of the Company, (xii) all reasonable out-of-pocket fees, disbursements and other charges of the Agents incurred after the date hereof in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (to a maximum of US$25,000 per Representation Date, exclusive of taxes and disbursements) and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates certificates, if any, representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE, (vi) any filings required to be made by the Representative Agents with FINRA; FINRA and filing fees thereto, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (j) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) KPMG LLP and PricewaterhouseCoopers LLP (the “Accountants; ”), (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering, including, without limitation, the fees and disbursements of counsel to the Agents and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering; provided, however the fees and expenses of Agents’ counsel subject to reimbursement by the Company pursuant to clause (xii) of this Section 3(m): (A) shall not exceed $100,000 with respect to the establishment of the at-the-market program contemplated by this Agreement, including the negotiation, preparation and execution of this Agreement, and (B) shall not exceed $25,000 per year (with the first such year commencing on the date of execution of this Agreement) with respect to the ongoing implementation of the at-the-market program contemplated by this Agreement. For the avoidance of doubt, the parties acknowledge that except as provided in this Section 3(m) and Section 7 hereof, the Agents will pay all of their own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated by this Agreement.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, BMOCM all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings required to be made by BMOCM with the Representative with Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company and the former accountants of Primero, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of BMOCM incurred in connection with the offering of the Representative); Shares and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativePlacement Agent, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Units by the Underwriters or by dealers to whom Shares may be sold; Placement Agent, (v) the listing or quotation of the Shares and the Warrant Shares on Nasdaq; the NASDAQ Capital Market, (vi) any filings required to be made by the Representative Placement Agent with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters Placement Agent in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel to the Placement Agent in connection therewith, and, if requested by the RepresentativePlacement Agent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; Units, (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativePlacement Agent); and , (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering, and (xiii) fees, disbursements and other charges of counsel to the Placement Agent, provided that the aggregate amount payable or reimbursable to the Placement Agent under this Section 4(k) (when aggregated with all amounts payable or reimbursable to the Placement Agent pursuant to Section 4(l)) shall not exceed $30,000.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares on Nasdaq; the NASDAQ and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to this Section 4(h) hereof3(g), including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of BMOCM incurred in connection with the offering of the Representative); Shares, including, without limitation, the fees and disbursements of counsel in connection with the offering of the Shares, provided that such fees and disbursements of counsel shall not exceed US$250,000 in the aggregate and shall be paid upon receiving an invoice or invoices therefor from BMOCM and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the U.S. Agent in connection therewith, and, if requested by the RepresentativeU.S. Agent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (to a maximum of C$95,000, exclusive of taxes and disbursements, for Canadian counsel, and to a maximum of US$90,000, exclusive of taxes and disbursements, for United States Counsel) provided that any single expense greater than US$10,000 shall require the prior approval of the Company, and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents and the Forward Purchasers, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters Agents or by dealers to whom Shares may be sold; the Forward Purchasers, (v) the listing or quotation of the Shares (including the maximum number of shares of Common Stock deliverable upon settlement of all Forward Transactions) on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Agents or the Forward Purchasers with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters Agents and the Forward Purchasers in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents and the Forward Purchasers in connection therewith, and, if requested by the RepresentativeAgents or the Forward Purchasers, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Company Accountants and each other accounting firm that has certified financial statements and/or supporting schedules incorporated by reference in the Registration Statement and the Prospectus (the “Third Party Accountants; ” and, together with the Company Accountants, the “Accountants”), (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering. Additionally, if Shares having an aggregate offering price of $62,500,000 or more have not been offered and sold under this Agreement by the eighteen-month anniversary of this Agreement (or such earlier date on which the Company terminates this Agreement) (the “Determination Date”), the Company shall reimburse each Agent and each Forward Purchaser for all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Agents and the Forward Purchasers incurred by the Agents and the Forward Purchasers in connection with the transactions contemplated by this Agreement (the “Expenses”); provided that the Company shall not be obligated to reimburse any Expenses in excess of $30,000 in the aggregate. If such Expenses are in excess of the $30,000 limit of reimbursement, each Agent and each Forward Purchaser shall be reimbursed for its pro rata share (based on the aggregate offering price of Shares sold by each Agent pursuant to this Agreement as of the Determination Date) of up to $30,000 of such Expenses. The Expenses shall be due and payable by the Company to the Agents within five (5) Business Days of the Determination Date.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, BMOCM all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings required to be made by BMOCM with the Representative with Financial Industry Regulatory Authority, Inc. ("FINRA; "), and the fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of BMOCM incurred in connection with the offering of the Representative); Shares and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representativeany Agent, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by an Agent with FINRA on behalf of the Representative with FINRA; Company, and the fees, reasonable fees and disbursements and other charges of counsel for to the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 4(h) hereof3, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and or Legal Investment memoranda, in each case subject to the feescap described in clause (xiii) below, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officersCompany, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering, and (xiii) all reasonable and documented out-of-pocket fees, disbursements and other charges of the Agents incurred in connection with the offering, including the reasonable fees and disbursements of a single law firm as counsel to the Agents; provided, however, that (A) the fees and disbursements of Agents’ counsel subject to reimbursement by the Company pursuant to this subclause (xiii) (1) shall not exceed $100,000 with respect to the establishment of the at-the-market program contemplated by this Agreement, (2) shall not exceed $25,000 with respect to each Representation Date for which a Waiver (as defined below) does not apply and (3) shall be documented in a manner that includes the identity of the attorney performing work, his/her hourly rate, the amount of time spent on any given task and a description in reasonable detail of the work performed (subject to redaction in the event it is reasonably determined that the attorney-client privilege would otherwise be waived), and (B) each Agent shall be responsible for any transfer taxes on resale of Shares by such Agent and fees of such Agent’s counsel other than as specifically provided in clause (A)(2) above.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeBMOCM, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative BMOCM with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (h) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all out-of-pocket fees, employeesdisbursements and other charges of BMOCM incurred in connection with the offering, agents or other representatives including, without limitation, the fees and disbursements of the Representative); counsel to BMOCM up to $85,000, including any expenses set forth in clause (vi) above and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeSales Agents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including including, but not limited to to, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Placement Securities within the time required by Rule 456 under the Securities Act), (ii) the preparation and delivery of certificates representing the SharesPlacement Securities, if any; applicable, (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Placement Securities by the Underwriters or by dealers to whom Shares may be sold; Sales Agents, (v) the listing or quotation of the Shares Placement Securities on Nasdaq; the NYSE, (vi) any filings required to be made by the Representative Sales Agents with FINRA; and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; (vii) the registration or qualification of the Shares Placement Securities for offer and sale under the Securities Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 4(h) hereof7, including up to $5,000 of the fees, disbursements and other charges of counsel to the Sales Agents in connection therewith, and, if requested by the RepresentativeSales Agents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; Placement Securities, (x) the Company's Accountants; , and (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering. The Company will reimburse the Sales Agents for their reasonable out-of-pocket costs and expenses incurred in connection with entering into this Agreement, including, without limitation, reasonable travel, reproduction, printing and similar expenses, as well as the reasonable fees and disbursements of their legal counsel, provided that all such fees and expenses shall not exceed $50,000 in the aggregate during the term of this Agreement.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among the Agreement Among Underwriters and any dealer agreementsDealer Agreements, and any Underwriters’ questionnaire; Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; , (v) the listing or quotation of the Shares on Nasdaq; the NYSE, (vi) any filings required to be made by the Representative Representatives with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; 10,000, (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith; , (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; , (x) the Accountants; Accountant, (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); , and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they Partnership shall pay, or reimburse if paid by the Representativeany Manager, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including including, but not limited to to, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectus, and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the SharesUnits, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing mailing, and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus, and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Units by the Underwriters or by dealers to whom Shares may be sold; Managers, (v) the listing or quotation of the Shares Units on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative Managers with FINRA; the Financial Industry Regulatory Authority, and the reasonable fees, disbursements disbursements, and other charges of counsel for the Underwriters Managers in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares Units for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the reasonable fees, disbursements, and other charges of counsel to the Managers in connection therewith, and, if requested by the RepresentativeManagers, the preparation and printing of preliminary, supplemental supplemental, and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; Partnership, (ix) DTC The Depository Trust Company and the any other depositary, transfer agent agent, or registrar for the Shares; Units, (x) the Accountants; accountants for the Partnership, (xi) the marketing of the offering by the CompanyPartnership, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals meals, and other travel expenses of officers, employees, agents agents, and other representatives of the Company Partnership, (but not officersxii) the reasonable fees and disbursements of counsel to the Managers, employees, agents or other representatives of the Representative); and (xiixiii) all fees, costs costs, and expenses for consultants used by the Company Partnership in connection with the offering. It is understood, however, that except as provided in this Section 3(i) and Sections 1(a)(vii) and 5 hereof, the Managers shall pay all of their own costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated by this Agreement.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agent all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agent, (v) the listing or quotation of the Shares on Nasdaq; the NYSE and the TSX, (vi) any filings required to be made by the Representative Agent with the Financial Industry Regulatory Authority, Inc. ("FINRA; "), and the fees, disbursements and other charges of counsel for the Underwriters Agent in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agent in connection therewith, and, if requested by the RepresentativeAgent, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agent incurred in connection with the offering of the Shares, including without limitation, the fees and disbursements of counsel to the Agent (up to a maximum of US$50,000 exclusive of taxes and disbursements) and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the SharesSecurities, if any; (iii) the printing of this Agreement, the Agreement Among Underwriters, any agreement among Underwriters and any dealer agreements, Dealer Agreements and any Underwriters’ questionnaire; Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Securities by the Underwriters or by dealers to whom Shares Securities may be sold; , (v) the listing or quotation of the Shares Securities on Nasdaq; the NASDAQ Global Market, (vi) any filings required to be made by the Representative Representatives with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; Securities, (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); and , (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering, and (xiii) reasonable fees and out-of-pocket expenses incurred by the Underwriters, including fees, disbursements and other charges of counsel to the Underwriters (in addition to (vi) and (vii) above); provided, however, that such fees and out-of-pocket expenses incurred by the Underwriters under this subsection (xiii), including fees of counsel to the Underwriters and costs and fees described under (vi) and (vii) above, shall not exceed $75,000 without the prior written consent of the Company.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NASDAQ and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to this Section 4(h) hereof3(g), including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) the reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering of the Shares, including, without limitation, the fees and disbursements of counsel in connection with the offering of the Shares, provided that such fees and disbursements of counsel shall not exceed US$125,000 in the aggregate and shall be paid upon receiving an invoice or invoices therefor from the Agents and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeRepresentatives, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among the Agreement Among Underwriters and any dealer agreements, Dealer Agreements and any Underwriters’ questionnaire; ' Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; , (v) the listing or quotation of the Shares on Nasdaq; the Nasdaq National Market, (vi) any filings required to be made by the Representative Representatives with FINRA; the NASD, and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount (not to exceed $3,000; 6,000 in the aggregate), (vii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h4(f) hereof, including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith (not to exceed $5,000 in the aggregate), and, if requested by the RepresentativeRepresentatives, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the RepresentativeRepresentatives); , and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they Partnership shall pay, or reimburse if paid by the RepresentativeBMOCM, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including including, but not limited to to, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Common Units within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the SharesCommon Units, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Common Units by the Underwriters or by dealers to whom Shares may be sold; BMOCM, (v) the listing or quotation of the Shares Common Units on Nasdaq; the NYSE, (vi) any filings required to be made by BMOCM with the Representative with FINRA; Financial Industry Regulatory Authority, and the fees, disbursements and other charges of counsel for the Underwriters BMOCM in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares Common Units for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (i) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to BMOCM in connection therewith, and, if requested by the RepresentativeBMOCM, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda or Legal Investment memoranda, (viii) counsel to the Partnership, (ix) The Depository Trust Partnership and any other depositary, transfer agent or registrar for the Common Units, (x) BDO, GT and Xxxxxx & Xxxxxxx (each as defined below), (xi) all out-of-pocket fees, disbursements and other charges of counsel for the Underwriters BMOCM incurred in connection therewith; (viii) counsel to with the Company; (ix) DTC and the transfer agent for the Shares; (x) the Accountants; (xi) the marketing of the offering by the Companyoffering, including, without limitation, all costs the fees and expenses disbursements of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); counsel to BMOCM and (xii) all fees, costs and expenses for consultants used by the Company Partnership in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement thereto and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses, including the filing fees payable to the Commission relating to the Offered Shares within the time required by Rule 456 of the Rules and Regulations, (ii) the preparation and delivery of certificates representing the Offered Shares, if any; (iii) the printing preparation of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Offering, (v) the listing or quotation of the Offered Shares on Nasdaq; Cboe Canada or NASDAQ, (vi) any filings required to be made by the Representative Agents with the Canadian Qualifying Authorities or the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; or incidental thereto, (vii) the registration or qualification of the Offered Shares for offer and sale under the Act and the securities or Blue Sky “blue sky” laws of such jurisdictions designated pursuant to subsection (h) of this Section 4(h) hereof3, and, if requested by the RepresentativeU.S. Agents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the fees“blue sky” or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Offered Shares; , (x) the Accountants; (xi) the marketing of the offering of the Offered Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable and documented out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative)Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Offered Shares, including without limitation, due diligence expense, meals, hotels, airfare, ancillary out-of-pocket expenses, the fees and disbursements of counsel to the Agents and all applicable taxes (to a maximum of: (i) with respect to the execution of this Agreement, payable upon such execution of this Agreement, $37,500 for the fees of the Agents’ United States and Canadian legal counsel, in each case exclusive of taxes and disbursements and exclusive of any amounts previously incurred and for which the Company has paid to the Agents prior to the date of this Agreement including, without limitation, in connection with the May 2024 Agreement and the Equity Distribution Agreement, dated as of June 29, 2023, by and between the Company and the Canadian Agent; and (ii) $10,000 for the fees of the Agents’ legal counsel, exclusive of taxes and disbursements, in connection with each Representation Date), (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringOffering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the RepresentativeAgents, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE, (vi) any filings required to be made by the Representative Agents with FINRA; , and the reasonable fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (k) of this Section 4(h) hereof3, including the reasonable fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges up to a maximum aggregate amount of counsel for the Underwriters in connection therewith; $2,000, (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) Gxxxx Xxxxxxxx LLP (the Accountants; “Accountant”), (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering, including, without limitation, the reasonable fees and disbursements of counsel to the Agents and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offering; provided, however, the fees and expenses of Agents’ counsel subject to reimbursement by the Company pursuant to clause (xii) of this Section 3(n): (A) shall not exceed $100,000 with respect to the establishment of the at-the-market program contemplated by this Agreement, including the negotiation, preparation and execution of this Agreement, and (B) shall not exceed $25,000 per year (with the first such year commencing on the date of execution of this Agreement) with respect to the ongoing implementation of the at-the-market program contemplated by this Agreement. For the avoidance of doubt, the parties acknowledge that except as provided in this Section 3(n) and Section 7 hereof, the Agents will pay all of their own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated by this Agreement.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; Nasdaq and the TSXV, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering of the Shares, including without limitation, the fees and disbursements of counsel to the Agents (up to a maximum of US$50,000 exclusive of taxes and disbursements as of the date of this Agreement, and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; , (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on the Nasdaq; , the TSXV and the Frankfurt Stock Exchange, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (‘FINRA; ’), and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky blue sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the Agents in connection therewith, and, if requested by the RepresentativeAgents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesblue sky or legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxii) all out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with the offering of the Shares, including without limitation, the fees and disbursements of counsel to the Agents (up to a maximum of US$60,000 exclusive of taxes and disbursements as of the date of this Agreement, plus an additional amount not to exceed US$15,000 per fiscal quarter on an ongoing basis during the term of this Agreement) and (xiixiii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Sales Agent all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation preparation, issuance and delivery of certificates representing the Shares, if any; including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Sales Agent, (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Sales Agent, (v) the listing or quotation of the Shares on Nasdaq; Nasdaq and the CSE, (vi) any filings required to be made by the Representative Sales Agent with the Financial Industry Regulatory Authority, Inc. ("FINRA; "), and the fees, disbursements and other charges of counsel for the Underwriters Sales Agent in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and including the fees, disbursements and other charges of counsel for to the Underwriters Sales Agent in connection therewith; , (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officersCompany, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares, and (xiii) the Company shall reimburse the Sales Agent for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of counsel to the Sales Agent) in an amount not to exceed US$40,000.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Agents all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing ProspectusProspectus (as defined herein), the Prospectus Prospectuses and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectuses (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the ProspectusProspectuses, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Agents, (v) the listing or quotation of the Shares on Nasdaq; the NYSE American and the TSX, (vi) any filings required to be made by the Representative Agents with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), the Commission and the Canadian Qualifying Authorities, and the fees, disbursements and other charges of counsel for the Underwriters Agents in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (f) of this Section 4(h) hereof3, including the fees, disbursements and other charges of counsel to the U.S. Agents in connection therewith, and, if requested by the RepresentativeU.S. Agents, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor legal investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC The Depository Trust Company, CDS and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Company, (but not officersxi) all reasonable out-of-pocket fees, employees, agents or disbursements and other representatives charges of the Representative); Agents incurred in connection with this Agreement, the Registration Statement, the Prospectuses and the offering of the Shares including without limitation, the fees and disbursements of counsel to the Agents (to a maximum of $150,000, exclusive of taxes and disbursements, for United States and Canadian counsel plus an additional $15,000, exclusive of taxes and disbursements, for United States and Canadian counsel per fiscal quarter in connection with subsequent Representation Dates hereunder) provided that any single expense greater than $5,000 (other than with respect to the fees of United States and Canadian counsel) shall require the prior approval of the Company and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminatedterminated (except as provided in clause (xii) below), the Company and the Operating Partnership, jointly and severally agree, that they Transaction Parties shall pay, or reimburse if paid by the Representativeany Manager and any Forward Purchaser, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership Transaction Parties under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation and delivery of certificates representing the Shares, if any; (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; any Manager and any Forward Purchaser, (v) the listing or quotation of the Shares on Nasdaq; the Exchange, (vi) any filings required to be made by the Representative any Manager and any Forward Purchaser with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters any Manager and any Forward Purchaser in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof3(k), including the fees, disbursements and other charges of counsel to any Manager and any Forward Purchaser in connection therewith, and, if requested by the Representativeany Manager or any Forward Purchaser, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesor Legal Investment memoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; Transaction Parties, (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; , (xi) the marketing of the offering by the CompanyTransaction Parties, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company Transaction Parties, (but xii) if Shares having an aggregate offering price of $40,000,000 or more have not officersbeen offered and sold under this Agreement collectively by the thirty-six-month anniversary of this Agreement (or such earlier date on which the Transaction Parties terminate this Agreement), employeesthe Transaction Parties shall reimburse the Managers and the Forward Purchasers in an aggregate amount up to $200,000 of their reasonable out-of-pocket expenses, agents or other representatives including the reasonable fees and disbursements of counsel for the Representative); Managers and the Forward Purchasers incurred by the Managers and the Forward Purchasers in connection with the transactions contemplated by this Agreement and any Confirmation and (xiixiii) all fees, costs and expenses for consultants used by the Company Transaction Parties in connection with the offering.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, Sales Agent all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to including, without limitation, costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; Prospectus (including the filing fees payable to the Commission relating to the Shares within the time required by Rule 456 of the Rules and Regulations), (ii) the preparation preparation, issuance and delivery of certificates representing the Shares, if any; including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Sales Agent, (iii) the printing of this Agreement, any agreement among Underwriters and any dealer agreements, and any Underwriters’ questionnaire; (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; Sales Agent, (v) the listing or quotation of the Shares on Nasdaq; Nasdaq and the CSE, (vi) any filings required to be made by the Representative Sales Agent with the Financial Industry Regulatory Authority, Inc. (“FINRA; ”), and the fees, disbursements and other charges of counsel for the Underwriters Sales Agent in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares for offer and sale under the Act and the securities or Blue Sky laws of such jurisdictions designated pursuant to subsection (g) of this Section 4(h) hereof3, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and including the fees, disbursements and other charges of counsel for to the Underwriters Sales Agent in connection therewith; , (viii) counsel to the Company; , (ix) DTC The Depository Trust Company and the any other depositary, transfer agent or registrar for the Shares; , (x) the Accountants; accountants of the Company, (xi) the marketing of the offering of the Shares by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officersCompany, employees, agents or other representatives of the Representative); and (xii) all fees, costs and expenses for consultants used by the Company in connection with the offeringoffering of the Shares, and (xiii) the Company shall reimburse the Sales Agent for its reasonable and documented out-of-pocket expenses (including but not limited to the reasonable and documented fees and expenses of counsel to the Sales Agent) in an amount not to exceed US$15,000.

Reimbursement of Certain Expenses. Whether or not any of the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Operating Partnership, jointly and severally agree, that they shall pay, or reimburse if paid by the Representative, all costs and expenses incident to the performance of the obligations of the Company and the Operating Partnership under this Agreement, including but not limited to costs and expenses of or relating to (i) the preparation, printing and filing of the Registration Statement and exhibits to it, each Preliminary Prospectuspreliminary prospectus, each Permitted Free Writing Prospectus, the Prospectus and any amendment or supplement to the Registration Statement, Statement or the Prospectus; , (ii) the preparation and delivery of certificates representing the SharesSecurities, if any; (iii) the printing of this Agreement, the Agreement Among Underwriters, any agreement among Underwriters and any dealer agreements, Dealer Agreements and any Underwriters’ questionnaire; Questionnaire, (iv) furnishing (including costs of shipping, mailing and courier) such copies of the Registration Statement, the Prospectus, any Preliminary Prospectus preliminary prospectus and any Permitted Free Writing Prospectus, and all amendments and supplements thereto, as may be requested for use in connection with the offering and sale of the Shares Securities by the Underwriters or by dealers to whom Shares Securities may be sold; , (v) the listing or quotation of the Shares Securities on Nasdaq; the NASDAQ Global Market, (vi) any filings required to be made by the Representative with FINRA; , and the fees, disbursements and other charges of counsel for the Underwriters in connection therewith in an amount not to exceed $3,000; therewith, (vii) the registration or qualification of the Shares Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions designated pursuant to Section 4(h) hereof, including the fees, disbursements and other charges of counsel to the Underwriters in connection therewith, and, if requested by the Representative, the preparation and printing of preliminary, supplemental and final Blue Sky memoranda and the feesmemoranda, disbursements and other charges of counsel for the Underwriters in connection therewith; (viii) counsel to the Company; , (ix) DTC and the transfer agent for the Shares; Securities, (x) the Accountants; , (xi) the marketing of the offering by the Company, including, without limitation, all costs and expenses of commercial airline tickets, hotels, meals and other travel expenses of officers, employees, agents and other representatives of the Company (but not officers, employees, agents or other representatives of the Representative); and , (xii) all fees, costs and expenses for consultants used by the Company in connection with the offering, and (xiii) reasonable fees and out-of-pocket expenses incurred by the Underwriters, including fees, disbursements and other charges of counsel to the Underwriters (in addition to (vi) and (vii) above), in an amount not to exceed $100,000 without the prior written consent of the Company.