Common use of Representations, Warranties and Covenants of the Agent Clause in Contracts

Representations, Warranties and Covenants of the Agent. The Agent covenants, represents and warrants to the Corporation and acknowledges that the Corporation is relying on such representations and warranties, as follows: (i) it will comply with all applicable securities legislation of the Selling Jurisdictions in connection with the Offering; (ii) subject to the right of the Agent to solicit or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit or procure subscriptions for the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction; (iii) it will obtain from each Subscriber and provide to the Corporation an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; (iv) it will not advertise the proposed sale of the Offered Securities in printed public media, radio, television or telecommunications, including electronic display; (v) it will not provide or make available to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in applicable securities legislation; and (vi) it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated and has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (vii) the Agent and any sub-agents retained by the Agent, will be acquiring the Broker’s Warrants as principal for their own account and are “accredited investors” within the meaning of National Instrument 46-106 Prospectus Exemptions; and (viii) it is, and will remain so until Closing, duly registered under the securities legislation of the Selling Jurisdictions to sell the Offered Securities.

Representations, Warranties and Covenants of the Agent. 3.1 The Agent covenantshereby represents, represents warrants and warrants covenants to the Corporation Company that (and acknowledges that the Corporation is relying on such representations and warranties, as follows: will use its commercially reasonable best efforts to cause any members of its selling group to): (ia) it will comply conduct activities in connection with arranging for the sale and distribution of the FT Units and Subscription Receipts in compliance with all applicable securities legislation Canadian Securities Laws and the provisions of this Agreement; (b) it has not and will not, directly or indirectly, sell or solicit offers to purchase the Selling Jurisdictions FT Units or Subscription Receipts or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in connection with the Offering; (ii) subject to the right of the Agent to solicit any country or procure subscriptions for the Offered Securities through a qualified registrant jurisdiction so as not to require registration thereof of the FT Units and Subscription Receipts or filing of a prospectus or similar document with respect thereto in a jurisdiction other than or compliance by the Selling Jurisdictions, it will not solicit Company with regulatory requirements (including any continuous disclosure obligations or procure subscriptions for the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto similar reporting obligations) under the laws of any jurisdiction; ; (iiic) it will use its reasonable efforts to obtain from each Subscriber and provide to the Corporation Purchaser an executed Subscription Agreement and all other applicable Schedules containing certificatesforms, reports, undertakings and forms documentation required under applicable Securities Laws or required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; Company, acting reasonably; (iv) it will not advertise the proposed sale of the Offered Securities in printed public media, radio, television or telecommunications, including electronic display; (v) it will not provide or make available to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in applicable securities legislation; and (vid) it is a valid and subsisting corporation, duly incorporated and in good standing corporation under the laws law of the jurisdiction in which it was incorporated and has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth hereinincorporated, continued or amalgamated; and (viie) the Agent is duly registered pursuant to the provisions of the Canadian Securities Laws and any sub-agents retained is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed. (f) the Agent makes the representations, warranties and covenants applicable to them in Schedule “C” hereto and agrees, for the benefit of the Company, to comply with the U.S. selling restrictions imposed by the Agent, will be acquiring the Broker’s Warrants as principal for their own account and are “accredited investors” within the meaning of National Instrument 46-106 Prospectus Exemptions; and (viii) it is, and will remain so until Closing, duly registered under the securities legislation laws of the Selling Jurisdictions to sell the Offered SecuritiesUnited States and set forth in Schedule “C” hereto, which forms part of this Agreement.

Representations, Warranties and Covenants of the Agent. The Agent covenants, represents and warrants to the Corporation and acknowledges that the Corporation is relying on such representations and warranties, as followsthat: (i) it will comply with all applicable securities legislation of the Selling Jurisdictions in connection with the Offering; (ii) subject to the right of the Agent to solicit or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus or registration statement with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit or procure subscriptions for the Offered Securities so as to require registration thereof or filing of a prospectus or registration statement with respect thereto under the laws of any jurisdictionjurisdiction other than that of the Selling Jurisdictions; (iii) it will obtain from each Subscriber and provide to the Corporation Purchaser an executed Subscription Agreement Agreement, as applicable, and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; (iv) it will not advertise the proposed sale of the Offered Securities in printed public media, radio, television or telecommunications, including electronic display; (v) it will not provide or make available to prospective Subscribers Purchasers any document or material which would constitute an “offering memorandum” Offering Memorandum as defined in applicable securities legislation; and (vi) it is a valid and subsisting corporation, duly incorporated and in good standing registered under the laws securities legislation of a jurisdiction of Canada as a "dealer", other than a limited market dealer registered under the jurisdiction in which it was incorporated and has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth hereinSecurities Act (Ontario); (vii) it will conduct all offers and sales of the Agent and any sub-agents retained by Subject Securities in accordance with the Agentprovisions of Rule 903 of Regulation S under the United States Securities Act of 1933 (the “U.S. Securities Act”), will be acquiring pursuant to registration of the Broker’s Warrants as principal for their own account and are “accredited investors” within Subject Securities under the meaning U.S. Securities Act, or pursuant to an available exemption from the registration requirements of National Instrument 46-106 Prospectus Exemptionsthe U.S. Securities Act; and (viii) it is, and will remain so until Closing, duly registered under not to engage in hedging transactions with regard to the securities legislation of Subject Securities unless such hedging transactions are conducted in compliance with the Selling Jurisdictions to sell the Offered Securities.U.S. Securities Act..

Representations, Warranties and Covenants of the Agent. The Agent covenantshereby represents, represents warrants and warrants covenants to the Corporation and acknowledges that the Corporation is relying on upon such representations and warranties, as follows: that: (ia) it in respect of the offer and sale of the Units, the Agent and its respective agents and representatives have complied with and will comply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which they offer Units and shall deliver to the Corporation at the Closing Time executed copies of Subscription Agreements and any other document required to be filed by the Corporation at such time under the laws of each of the Qualifying Provinces in compliance with the Securities Laws and other applicable securities legislation laws; (b) the Agent and its respective agents and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Selling Jurisdictions Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the Internet or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising; (c) the Agent shall not solicit subscriptions for, or make representations or warranties with respect to, the Units except in accordance with the terms and conditions of this Agreement and the Subscription Agreements; (d) the Agent will obtain from each Purchaser, a duly completed and executed Subscription Agreement; (e) the Agent shall provide the Corporation with all necessary information in respect of the Agent (and will use its commercially reasonable efforts to provide the Corporation with all necessary information in respect of the Purchasers and any selling group members) to allow the Corporation to file reports of the sale of the Units in accordance with applicable Securities Laws within the required time period under applicable Securities Laws; and (f) the Agent shall act as custodian of funds received from the Purchasers pending the Closing of the Offering. Such funds shall be released at the Closing in accordance with Section 6 hereof, provided that if a subscription is rejected prior to the Closing Date, then the Agent shall promptly return funds received from such Purchaser(s) in connection with the Offering; (ii) subject Offering to the right of the Agent to solicit Purchaser(s) without interest or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit or procure subscriptions for the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction; (iii) it will obtain from each Subscriber and provide to the Corporation an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; (iv) it will not advertise the proposed sale of the Offered Securities in printed public media, radio, television or telecommunications, including electronic display; (v) it will not provide or make available to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in applicable securities legislation; and (vi) it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated and has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (vii) the Agent and any sub-agents retained by the Agent, will be acquiring the Broker’s Warrants as principal for their own account and are “accredited investors” within the meaning of National Instrument 46-106 Prospectus Exemptions; and (viii) it is, and will remain so until Closing, duly registered under the securities legislation of the Selling Jurisdictions to sell the Offered Securities.deduction

Representations, Warranties and Covenants of the Agent. The Agent covenantshereby represents, represents warrants and warrants covenants to and with the Corporation and acknowledges that the Corporation is relying on such representations and warranties, as follows: that: (ia) it will comply with all applicable securities legislation is duly qualified and registered to carry on business as a dealer in each of the Selling Jurisdictions in connection with jurisdictions where the Offering; (ii) subject to the right of the Agent to solicit or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit or procure subscriptions for the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction; (iii) it will obtain from each Subscriber and provide to the Corporation an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; (iv) it will not advertise the proposed sale of the Offered Securities Units requires such qualification and/or registration in printed public media, radio, television or telecommunications, including electronic display; a manner that permits the sale of the Units on the basis described in Section 1.1; (vb) it will not provide or make available to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in applicable securities legislation; and (vi) it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated and has good and sufficient right all requisite corporate power and authority to enter into into, deliver and carry out its obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; ; (viic) it shall offer and solicit offers for the Agent purchase of the Units in compliance with Securities Laws and only from such persons and in such manner that, pursuant to Securities Laws, no prospectus, registration statement or similar document need be delivered or filed, other than any sub-agents retained by prescribed reports of the Agentissue and sale of the Units and, in the case of any jurisdiction other than the Selling Provinces, no filing or other continuous disclosure obligations will be acquiring created; (d) it will only make offers or sales of Units in accordance with the Broker’s Warrants terms of this Agreement and the Subscription Agreements and has not made, and will not make, any representations or warranties about the Corporation and/or the Units other than as principal for their own account and are “accredited investors” set out in Disclosure Documents; (e) it will not engage in any form of general solicitation or general advertising within the meaning of National Instrument 46-106 Prospectus Exemptions; Securities Laws in connection with the offer and sale of the Units, including but not limited to, causing the sale of the Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Units whose attendees have been invited by general solicitation or advertising, in either case in violation of Securities Laws; (viiif) it is, and will remain so until Closing, duly registered under the securities legislation shall not provide prospective purchasers of the Selling Jurisdictions Units any document or other material or information that would constitute an offering memorandum within the meaning of Securities Laws and shall not make use of any greensheet or other internal marketing document, without the consent of the Corporation; and (g) it will provide the Corporation on the Closing Date with all necessary information in respect of the Agent and the Purchasers to sell allow the Offered SecuritiesCorporation to file with the Canadian Securities Regulators reports of the trades of the Units in accordance with Securities Laws and the required time frames.

Representations, Warranties and Covenants of the Agent. 3.1 The Agent covenantshereby represents, represents warrants and warrants covenants with the Company that it (and will use its commercially reasonable best efforts to cause the Corporation and acknowledges that members of the Corporation is relying on such representations and warranties, as follows: Selling Group to): (i) it will comply with all applicable securities legislation of the Selling Jurisdictions conduct and has conducted activities in connection with arranging for the Offeringsale of the Convertible Notes in compliance with all Applicable Securities Laws; (ii) subject to the right of the Agent to solicit or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit and has not solicited offers to purchase or procure subscriptions for sell the Offered Securities Convertible Notes so as to require registration thereof of, or filing of a prospectus prospectus, offering memorandum or similar disclosure document with respect thereto to the Convertible Notes under the laws of any jurisdiction, including the United States and will not, without the consent of the Company or as otherwise contemplated in this agreement, solicit offers to purchase or sell the Convertible Notes in any jurisdiction outside of the Qualifying Provinces where the solicitation or sale of the Convertible Notes would result in any ongoing disclosure requirements in such jurisdiction or in any registration requirements in such jurisdiction except for the filing of a notice or report of the solicitation or sale, or where the Company may be subject to liability in connection with the sale of the Convertible Notes which is materially more onerous than its liability under the Applicable Securities Laws in the Qualifying Provinces and any other applicable securities legislation to which it is subject as at the date of this agreement; (iii) it will obtain from each Subscriber and provide to the Corporation Purchaser an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation Company and to the Agent relating to the transactions herein contemplated, together with all documentation (including questionnaires, undertakings and documents required by the Exchange) as may be necessary in connection with subscriptions for Convertible Notes, as applicable, to ensure compliance with Applicable Securities Laws and Exchange Approval; (iv) it will not provide, and has not provided to prospective purchasers an offering memorandum within the meaning of Applicable Securities Laws and will not advertise and has not advertised the proposed sale Offering in (A) printed media of the Offered Securities in printed public mediageneral and regular paid circulation, (B) radio, television (C) television, or telecommunications, (D) telecommunication (including electronic display) and will not make or has not made use of any green sheet or other internal marketing document without the consent of the Company, such consent to be promptly considered and not to be unreasonably withheld; (v) it will not provide or make available to prospective Subscribers any document or material which would constitute an “offering memorandum” holds all licenses and permits that are required for carrying on its activities as defined contemplated in applicable securities legislationthis agreement; and (vi) it is a valid and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated and has good and sufficient right and authority to enter into this Agreement agreement and complete the its transactions contemplated under this Agreement agreement on the terms and conditions set forth herein; (vii) the Agent it, and any sub-agents retained by member of the Agent, will be acquiring the Broker’s Warrants Selling Group is appropriately registered under applicable securities legislation so as principal for their own account and are “accredited investors” within the meaning of National Instrument 46-106 Prospectus Exemptionsto permit it to lawfully fulfil its obligations hereunder; and (viii) it isis a member in good standing with the Exchange; and (ix) it will not, in connection with the Offering, make any representation or warranty with respect to the Company or the Convertible Notes except as set forth in the Subscription Agreement to be entered into between the Purchasers and will remain so until Closing, duly registered under the securities legislation of Company or except as shall be expressly authorized in writing by the Selling Jurisdictions to sell the Offered Securities.Company;

Representations, Warranties and Covenants of the Agent. The Agent covenantshereby represents, represents warrants and warrants covenants to the Corporation Company and acknowledges that the Corporation Company is relying on upon such representations and warranties, that: (a) it and its affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer or sale of the Offered Securities without the prior written approval of the Company; (b) it is duly registered pursuant to the provisions of the Securities Laws, is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as follows: investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of a selling group who are so registered or licensed; (c) it is, and, to the best of its knowledge, each member of any agency group formed by it is duly registered under the Securities Laws in categories permitting the trades referred to in this Agreement and is qualified to so act in the Qualifying Jurisdictions in which such member solicits or procures subscriptions for the Offered Securities; (d) it and each selling group member to whom it shall direct the Company to register Agent Compensation Options is an “accredited investor” as defined in National Instrument 45-106 - Prospectus and Registration Exemptions, as applicable, and is acquiring the Agent Compensation Options as principal for its own account and not for the benefit of any other Person; and (e) (i) it will comply with all applicable securities legislation the Securities Laws of the Selling Qualifying Jurisdictions in which it solicits or procures subscriptions for the Offered Securities in connection with the Offering; (ii) subject to the right of the Agent to solicit or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit or procure subscriptions for the Offered Securities so as to require registration thereof or the filing of a prospectus prospectus, registration statement, offering memorandum or similar document with respect thereto or the registration thereof under the laws of any jurisdiction outside the Qualifying Jurisdictions, and will not solicit offers to purchase or sell the Offered Securities in any jurisdiction outside the Qualifying Jurisdictions where the solicitation or sale of the Offered Securities would result in any ongoing disclosure requirements in such jurisdiction or any registration requirements in such jurisdiction; and (iii) it will obtain from each Subscriber fully complete and provide duly execute FT Subscription Agreement(s) and deliver such FT Subscription Agreement(s) and other applicable forms to the Corporation an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; Company. (ivf) it will not advertise the proposed sale offer or sell any of the Offered Securities in printed public mediathe United States or to, radioor for the account or benefit of, television a U.S. Person; (g) it understands that the Warrant Shares have not been and will not be registered under the U.S. Securities Act or telecommunicationsany state securities laws, including electronic display; (v) and that the Warrants may not be exercised in the United States or by or on behalf of a U.S. Person unless and exemption from registration is available. Accordingly, it will not provide offer or make available sell any of the Warrant Shares in the United States or to, or for the account or benefit of, U.S. Persons and will comply with the distribution compliance period and confirmation requirements under Rule 903(b)(2)(ii) and 903(b)(2)(iii) of Regulation S under the U.S. Securities Act with respect to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in applicable securities legislationthe Warrant Shares; and and (vih) it is a valid understands and subsisting corporation, duly incorporated and in good standing under the laws of the jurisdiction in which it was incorporated and has good and sufficient right and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (vii) acknowledges that the Agent Compensation Options and any sub-agents retained by the Agent, will be acquiring the Broker’s Warrants as principal for their own account and are “accredited investors” within the meaning of National Instrument 46-106 Prospectus Exemptions; and (viii) it is, Agent Compensation Shares have not been and will remain so until Closing, duly not be registered under the U.S. Securities Act or any state securities legislation laws and the Agent Compensation Options may not be exercised in the United States or by or on behalf of a U.S. Person and the Selling Jurisdictions Company will not deliver certificates representing Agent Compensation Shares to sell be registered or delivered to an address in the Offered SecuritiesUnited States, unless an exemption from registration under the U.S. Securities Act is available. Accordingly, the Agent represents and warrants that it is not in the United States or a U.S. Person and is not acquiring the Agent Compensation Options and will not exercise the Agent Compensation Options for the account or benefit of or for transfer to any person in the United States or U.S. Person, and that any re-sale of Agent Compensation Shares will be made in compliance with Rule 904 of Regulation S or Rule 144 (and the SEC interpretations thereunder) under the U.S. Securities Act, if available.

Representations, Warranties and Covenants of the Agent. The Agent covenantshereby represents, represents warrants and warrants covenants to the Corporation Corporation, and acknowledges that the Corporation is relying on upon such representations representations, warranties and warrantiescovenants, as follows: that: (i) it will, and will comply with all applicable securities legislation of the require any Selling Jurisdictions Firm, if any, to agree to, conduct its activities in connection with the Offering; proposed Offering in compliance with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers the Offered Securities; (ii) subject it will not, and will require any Selling Firm, if any, to the right agree not to, engage in or authorize, any form of the Agent to solicit general solicitation or procure subscriptions for general advertising in connection with or in respect of the Offered Securities through a qualified registrant so as not to require registration thereof in any newspaper, magazine, printed media of general and regular paid circulation or filing any similar medium, or broadcast over radio or television or by means of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, Internet or otherwise or conduct any seminar or meeting concerning the offer or sale of the Offered Securities whose attendees have been invited by any general solicitation or general advertising; (iii) it will not, and will require any Selling Firm, if any, to agree not to, directly or indirectly, offer, sell, solicit offers to purchase or procure subscriptions for sell the Offered Securities so as to require registration thereof or the filing of a prospectus prospectus, registration statement or offering memorandum or similar document with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501 – “Definitions”) or a statutory right of action under the laws of any jurisdiction; (iii) it will obtain from each Subscriber and provide to the Corporation an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; ; (iv) it will not, and will require any Selling Firm, if any, to agree not advertise the proposed sale of to, solicit subscriptions for the Offered Securities except in printed public media, radio, television or telecommunications, including electronic display; accordance with the terms and conditions of this Agreement; (v) it will not provide or make available use commercially reasonable efforts to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in obtain a duly completed and executed Subscription Agreement from each Purchaser along with all other applicable securities legislation; and forms, reports, undertakings and/or documentation required under applicable Securities Laws; (vi) it is a valid and subsisting corporation, duly corporation under the laws of the jurisdiction in which it was incorporated and in good standing under the laws of the jurisdiction in which it was incorporated and is incorporated;; (vii) it has good and sufficient right and authority to enter into this Agreement and complete the its transactions contemplated under this Agreement on the terms and conditions set forth herein; ; (viiviii) it holds all licenses and permits that are required for carrying on its business in the Agent and any sub-agents retained by the Agent, manner in which such business has been carried on; (ix) it will be acquiring the Broker’s Warrants Compensation Options (and Offered Securities, if any) as principal for their its own account and are it is an “accredited investorsinvestor” within the meaning of National Instrument 46NI 45-106 Prospectus Exemptions106; and and (viiix) it isis not a U.S. Person, did not receive the offer to purchase the Compensation Options (and Offered Securities, if any) in the United States, did not execute this Agreement and did not and will remain so until Closing, duly registered under not receive the securities legislation of the Selling Jurisdictions to sell the Compensation Options (and Offered Securities, if any) in the United States and is not acquiring the Compensation Options (and Offered Securities, if any) for the account or benefit of a U.S. Person or person in the United States.

Representations, Warranties and Covenants of the Agent. The Agent covenantshereby represents, represents warrants and warrants covenants to the Corporation Corporation, and acknowledges that the Corporation is relying on upon such representations representations, warranties and warranties, as follows: (i) it will comply with all applicable securities legislation of the Selling Jurisdictions covenants in connection with the Offering; , that: (ii) subject to the right of the Agent to solicit or procure subscriptions for the Offered Securities through a qualified registrant so as not to require registration thereof or filing of a prospectus with respect thereto in a jurisdiction other than the Selling Jurisdictions, it will not solicit or procure subscriptions for the Offered Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction; (iii) it will obtain from each Subscriber and provide to the Corporation an executed Subscription Agreement and all applicable Schedules containing certificates, undertakings and forms required by securities legislation in the Selling Jurisdictions in a form reasonably acceptable to the Corporation and to the Agent relating to the transactions herein contemplated; (iv) it will not advertise the proposed sale of the Offered Securities in printed public media, radio, television or telecommunications, including electronic display; (v) it will not provide or make available to prospective Subscribers any document or material which would constitute an “offering memorandum” as defined in applicable securities legislation; and (vii) it is a valid and subsisting corporation, duly incorporated incorporated, continued, amalgamated or formed, as applicable, and in good standing under the laws of the jurisdiction in which it was incorporated is existing; (ii) it is, and will remain until the completion of the Offering, appropriately qualified and registered under applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder, and it will not make available to prospective purchasers of Units documents or material other than the Subscription Agreement, the Corporate Presentation, a term sheet outlining the terms of the Offering or such other documents as form part of the public record filed in accordance with applicable Securities Laws in Canada; (iii) it has good all requisite corporate power and sufficient right and authority capacity to enter into this Agreement and complete to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein; ; (iv) this Agreement has been duly authorized, executed and delivered by it and shall constitute a valid and binding obligation of the Agent, enforceable against it in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law; (v) it shall use all information it receives from the Corporation in connection with the Offering only for the purposes of the transactions contemplated herein and for no other purpose and such information if not in the public domain shall be treated as confidential; (vi) the Agent hereby covenants to solicit subscriptions for the Units in the Canadian Offering Jurisdictions in a manner so as to enable the Corporation to comply with the requirements of the applicable Securities Laws; (vii) it has and will, and has required and will require any Selling Firm (if any) to agree to, conduct its activities in connection with the Offering in compliance with all applicable Securities Laws; (viii) it will provide to the Corporation as soon as practicable following each Closing Date all information necessary to allow the Corporation to file with each of the securities commissions, if required, a report of trade in accordance with applicable Securities Laws within the required time frame; (ix) it has not and will not, and has required and will require any Selling Firm (if any) to agree not to, engage in or authorize any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the internet or otherwise or conduct any seminar or meeting concerning the Offering whose attendees have been invited by any general solicitation or general advertising; (x) it has not and will not, and has required and will require any Selling Firm (if any) to agree not to, directly or indirectly, offer, sell or solicit offers to purchase or sell the Units so as to require the filing of a prospectus or offering memorandum or similar document with respect thereto or the provision of a contractual right of action or a statutory right of action under the laws of any jurisdiction; (xi) it has not and will not, and has required and will require any Selling Firm to agree not to, directly or indirectly, offer, sell or solicit offers to purchase or sell the Units to Purchasers so as to require registration of the Unit Shares or Warrants, or filing of a prospectus or registration statement or similar document in respect thereof, or continuing obligations on the part of the Corporation under the laws of any jurisdiction other than the Provinces of Alberta, British Columbia and Ontario, including the United States; (xii) the Agent is an “accredited investor” as defined in NI 45-106; (xiii) it will obtain prior to each Closing Time a duly completed and any sub-agents retained by executed Subscription Agreement from each Purchaser along with all other applicable forms, reports, undertakings and/or documentation required under applicable Securities Laws; (xiv) in connection with the Agent, will be issuance of the Compensation Warrants and the Compensation Warrant Shares issuable upon exercise of the Compensation Warrants: (A) it is acquiring the Broker’s Compensation Warrants or the Compensation Warrant Shares issuable upon exercise of the Compensation Warrants as principal for their its own account and are “accredited investors” within not for the meaning benefit of National Instrument 46-106 Prospectus Exemptions; and any other person; (viiiB) it isis not a U.S. Person and is not acquiring the Compensation Warrants or the Compensation Warrant Shares issuable upon exercise of the Compensation Warrants in the United States, or on behalf of a U.S. Person or a person located in the United States; and (C) this Agreement was executed and delivered outside the United States; (xv) the Compensation Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to registration under the U.S. Securities Act or the applicable securities laws of any state of the United States; and (xvi) it will not engage in any Directed Selling Efforts with respect to any of the Compensation Warrants or the Compensation Warrant Shares issuable upon exercise of the Compensation Warrants, and will remain so until Closing, duly registered under the securities legislation not offer or sell any of the Selling Jurisdictions to sell Compensation Warrants or the Offered SecuritiesCompensation Warrant Shares issuable upon exercise of the Compensation Warrants in the United States unless in compliance with an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws.