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

Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that: 1. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Offered Units, Unit Shares or Warrants except: (a) in an “offshore transaction,” as such term is defined in Regulation S, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; or (b) in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons to Qualified Institutional Buyers or Accredited Investors purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(b) of Regulation D and in compliance with similar exemptions under applicable state securities laws as provided in paragraphs 2 through 12 below. Accordingly, none of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants, except with the U.S. Selling Group Member, its affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require the Selling Group Member, its affiliates and any Selling Firm to agree in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that the Selling Group Member, its affiliates and any Selling Firm complies with, the same provisions of this Schedule “B” as apply to such Agent as if such provisions applied to the U.S. Selling Group Member, its affiliates and any Selling Firm. 3. All offers and sales of Offered Units, Unit Shares and Warrants in the United States or to, or for the account or benefit of, persons in the United States, or U.S. Persons, have been and shall be made only by the U.S. Selling Group Member or a Selling Firm, which is a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements) and in good standing with the Financial Industry Regulatory Authority, Inc., in compliance with all applicable U.S. federal and state broker-dealer requirements. 4. Offers of Offered Units, Unit Shares and Warrants in the United States to, or for the account or benefit of, persons in the United States and U.S. Persons have not been made and shall not be made: (i) by any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 5. The Agent, acting only through the U.S. Selling Group Member or a Selling Firm, has offered and will offer the Offered Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent, the U.S. Selling Group Member or the Selling Firm has a pre-existing business relationship and has reasonable grounds to believe and does believe, are either Qualified Institutional Buyers or Accredited Investors (and in compliance with Rule 506(b) of Regulation D and applicable state securities laws). 6. Each offeree of Offered Units, Unit Shares or Warrants in the United States, who is a U.S. Person or who is acting for the account or benefit of a person in the United States or a U.S. Person has been or shall be provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus Supplement. Prior to any sale of Offered Units, Unit Shares or Warrants to, or for the account of benefit of, a person in the United States or a U.S. Person or to a person who was offered such securities in the United States, each such purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus Supplement, and no other written material was used in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 7. Prior to the completion of any sale by the Corporation of Offered Units in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, (i) each such purchaser that is a Qualified Institutional Buyer thereof will be required to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “QIB Letter”) or (ii) each such purchaser that is an Accredited Investor thereof will be required to execute a subscription agreement in the form attached as Exhibit II to the final U.S. Memorandum (the “U.S. Subscription Agreement”). 8. Prior to the Closing Date, the Agent will provide the Corporation and the transfer agent of the Corporation with a list of all purchasers of the Offered Units in the United States, who are U.S. Persons, who are purchasing for the account or benefit of persons in the United States or U.S. Persons or who were offered Offered Units in the United States. Prior to the Closing Date, the Agent will provide the Corporation with copies of all QIB Letters and U.S. Subscription Agreements, duly executed by such purchasers for acceptance by the Corporation. 9. At Closing, each of the Agent, the U.S. Selling Group Member and any applicable Selling Firm that has offered or sold Offered Units, Unit Shares or Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “B”, relating to the manner of the offer and sale of the Offered Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons or the Agent and such persons will be deemed to have represented and warranted that no offers or sales of the Offered Units, the Unit Shares or the Warrants were made to, or for the account or benefit of, persons in the United States or U.S. Persons. 10. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 11. As of the Closing Date, with respect to Offered Units, Unit Shares and Warrants to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), the Agent represents that none of (i) the Agent or the U.S. Selling Group Member, (ii) the Agent or the U.S. Selling Group Member’s general partners or managing members, (iii) any of the Agent’s or the U.S. Selling Group Member’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Selling Group Member’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”). 12. As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.

Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares Securities have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state securities lawsof the United States, and the Offered Units, the Unit Shares and the Warrants Securities may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state securities lawsof the United States. Accordingly, the Agent represents, warrants and covenants to and with the Corporation Corporation, as at the date hereof, the Closing Date and any Option Closing Date, that: 1. None of Neither the Agent, the U.S. Selling Group MemberPlacement Agent appointed by the Agent, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Offered Units, Unit Shares or Warrants Securities except: (a) in an “offshore transaction,” as such term is defined in Regulation SOffshore Transactions, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; or and (b) in the United States to, or for the account or benefit of, persons in the United States or and U.S. Persons to that are Qualified Institutional Buyers or Accredited Investors purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(bafforded by Section 4(a)(2) of Regulation D thereof and in compliance with similar exemptions under applicable state securities laws of any state of the United States as provided in paragraphs 2 3 through 12 14 below. Accordingly, none of the Agent, the U.S. Selling Group MemberPlacement Agent appointed by the Agent, their respective affiliates or any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 3 through 12 14 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or Securities to, or for the account or benefit of, any a person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser Purchaser unless, at the time the buy order was or is originated, the purchaser Purchaser was outside the United States, not a U.S. Person Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group MemberPlacement Agent appointed by the Agent, their respective affiliates or any person acting on its or any of their behalf reasonably believed that such purchaser Purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It The Agent agrees that, at or prior to confirmation of the sale of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the Distribution Compliance Period a confirmation or notice to substantially the following effect: “The securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until one year (six months if the issuer is a reporting issuer with the United States Securities and Exchange Commission) after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the U.S. Securities Act. Terms used herein have the meanings given to them in Regulation S.” In addition, prior to the expiration of the Distribution Compliance Period, all subsequent offers and sales of the Securities by the Agent or its affiliates shall be made only in accordance with the provisions of Rule 903 or 904 of Regulation S; pursuant to a registration of the Securities under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act as provided in paragraphs 3 through 14 below. Further, in connection with offers and sales of the Securities outside of the United States, the Agent shall require each such Purchaser to execute and deliver a Non-U.S. Purchaser Letter in the form agreed to by the Corporation and the Agent. 3. The Agent has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, the Unit Shares or the WarrantsSecurities, except with the U.S. Selling Group Member, its affiliatesPlacement Agent appointed by it, any other Selling Firm appointed by it or with the prior written consent of the Corporation. It shall require the Selling Group Member, its affiliates such U.S. Placement Agent and any such Selling Firm to agree in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that the Selling Group Member, its affiliates such U.S. Placement Agent and any such other Selling Firm complies with, the same provisions of this Schedule “B” A as apply applies to such the Agent as if such provisions applied to the such U.S. Selling Group Member, its affiliates Placement Agent and any such other Selling Firm. 34. All offers and sales of Offered Units, Unit Shares and Warrants in Securities by the United States or Agent for sale by the Corporation to, or for the account or benefit of, persons in the United States, or States and U.S. Persons, Persons have been and shall be made only by the U.S. Selling Group Member or a Selling FirmPlacement Agent, which is a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state of the United States in which offers and sales were or will be made (unless exempted from the respective state’s broker-broker- dealer registration requirements) and in good standing with the Financial Industry Regulatory Authority, Inc.Inc. on the date of each such offer and sale, in compliance with all applicable U.S. federal and state broker-dealer requirements. 45. Offers of Offered Units, Unit Shares Securities by the Agent through the U.S. Placement Agent and Warrants in the United States any persons acting on its or their behalf to, or for the account or benefit of, persons in the United States and U.S. Persons have not been made and shall not be made: made (i) by any form of “general solicitation” General Solicitation or “general advertising” (as those terms are used in Rule 502(c) of Regulation D)General Advertising, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or has taken or will take any action that would constitute in a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 56. The Agent, its affiliates, including the U.S. Placement Agent, and any persons acting on its or their behalf has not taken and will not take any action that would cause the exemptions from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof to be unavailable for offers and sales of the Securities in the United States, to U.S. Persons, or to persons acting for the account or benefit of U.S. Persons or persons in the United States or the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S to be unavailable for offers and sales of the Securities outside the United States. 7. The Agent will inform, or cause the U.S. Placement Agent to inform, all U.S. Purchasers, that the Securities have not been and will not be registered under the U. S. Securities Act and are being offered and resold to them without registration under the U. S. Securities Act in reliance upon Section 4(a)(2) thereof and in compliance with, or pursuant to an exemption from, the registration or qualification requirements of all applicable securities laws of any state of the United States. 8. Any offer of, or solicitation of an offer to buy, Securities that has been made or will be made by the Agent through the U.S. Placement Agent to, or for the account or benefit of, a person in the United States or a U.S. Person was or will be made only to Qualified Institutional Buyers. 9. The Agent, acting only through the U.S. Selling Group Member or a Selling FirmPlacement Agent, has offered and will offer the Offered Units, the Unit Shares and the Warrants in the United States or Securities to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent, Agent or the U.S. Selling Group Member or the Selling Firm Placement Agent has a pre-existing business relationship and has relationship. Immediately prior to transmitting the U.S. Memorandum, the Agent or the U.S. Placement Agent had reasonable grounds to believe and does believe, are either did believe that each offeree was a Qualified Institutional Buyers or Accredited Investors (and in compliance with Rule 506(b) of Regulation D and applicable state securities laws)Buyer and, on the date hereof, it continues to believe that each U.S. is a Qualified Institutional Buyer. 610. Each offeree of Offered UnitsSecurities offered by the Agent through the U.S. Placement Agent that is, Unit Shares or Warrants in the United States, who is a U.S. Person or who is acting for the account or benefit of of, a person in the United States or a U.S. Person has been or shall be provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Base Prospectus Supplementor the Prospectus. Prior to any sale of Offered Units, Unit Shares or Warrants to, or for Securities by the account of benefit of, a person in the United States or Corporation to a U.S. Person or to a person who was offered such securities in identified by the United StatesAgent through the U.S. Placement Agent, each such purchaser U.S. Purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus SupplementProspectus, and no other written material was shall be used in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrants Securities to, or for the account or benefit of, persons in the United States or and U.S. Persons. 711. Prior to the completion of any sale by the Corporation of Offered Units in Securities to a U.S. Purchaser identified by the United States or toAgent through the U.S. Placement Agent, or for the account or benefit of, persons in the United States or U.S. Persons, (i) each such purchaser that is a Qualified Institutional Buyer thereof U . S . Purchaser will be required to execute and deliver to the Corporation a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “U.S. QIB Letter”) or (ii) each such purchaser that is an Accredited Investor thereof will be required to execute a subscription agreement in the form attached as Exhibit II to the final U.S. Memorandum (the “U.S. Subscription Agreement”). 812. Prior to the Closing Date, the Agent will provide the Corporation Date and the transfer agent of the Corporation with a list of all purchasers of the Offered Units in the United States, who are U.S. Persons, who are purchasing for the account or benefit of persons in the United States or U.S. Persons or who were offered Offered Units in the United States. Prior to the any Option Closing Date, the Agent will provide and the Corporation with copies of all QIB Letters and associated U.S. Subscription Agreements, duly executed by such purchasers for acceptance by the Corporation. 9. At Closing, each of the Agent, the U.S. Selling Group Member and any applicable Selling Firm Placement Agent that has offered or sold Offered Units, Unit Shares or Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “B”, relating to the manner of the offer and sale of the Offered Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons or will provide the Corporation and the Transfer Agent with a list of all Purchasers of the Securities identified by such Agent and such persons will be deemed to have represented and warranted U.S. Placement Agent that no offers or sales of the Offered Units, the Unit Shares or the Warrants were made to, or for the account or benefit of, persons in the United States or U.S. Persons. 10. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 11. As of the Closing Date, with respect to Offered Units, Unit Shares and Warrants to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), the Agent represents that none of (i) the Agent or the U.S. Selling Group Member, (ii) the Agent or the U.S. Selling Group Member’s general partners or managing members, (iii) any of the Agent’s or the U.S. Selling Group Member’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Selling Group Member’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”). 12. As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.are U.S.

Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its U.S. Affiliate) acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares Units have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, laws and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, from or not subject to, to the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Affiliate) represents, warrants warrants, covenants and covenants agrees to and with the Corporation Company as of the date hereof and the Closing Date that: 1. None of (a) Neither the Agent, the Agent nor its U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf Affiliate has offered or sold nor will any of them offer or sell any Offered Units, Unit Shares or Warrants except: Units except (a) in an “offshore transaction,” as such term is defined in Regulation SOffshore Transaction, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; S or (b) in the United States toto a U.S. Accredited Investor, or for the account or benefit of, persons in the United States or U.S. Persons to which may include a Qualified Institutional Buyers or Buyer that is also a U.S. Accredited Investors Investor, purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act available under Rule 506(b) of Regulation D D, and in compliance with similar exemptions under transactions that are exempt from the registration requirements of applicable state securities laws laws, as provided in paragraphs 2 through 12 below. this Schedule A. Accordingly, none of the Agent, the its U.S. Selling Group Member, Affiliate or any of their respective affiliates or any persons acting on their behalf (including any Selling Firm) (i) have engaged or will engage in any Directed Selling Efforts in the United States with respect to the Offered Units; or (ii) except as permitted by this Schedule A, have made or will make (x) any offers to sell Offered Units in the United States or (y) any sale of Offered Units unless at the time the purchaser made its buy order therefor, the Agent, its U.S. Affiliate or other person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It (b) Neither the Agent nor its U.S. Affiliate has not entered and nor will not any of them enter into any contractual arrangement with respect to the offer and offer, sale or any distribution of the Offered Units, the Unit Shares or the Warrants, except with the U.S. Selling Group Member, its affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require the Selling Group Member, its affiliates and any Selling Firm to agree in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that the Selling Group Member, its affiliates and any Selling Firm complies with, the same provisions of this Schedule “B” as apply to such Agent as if such provisions applied to the U.S. Selling Group Member, its affiliates and any Selling FirmCompany. 3. (c) All offers and sales of Offered Units, Unit Shares and Warrants Units in the United States or to, or for the account or benefit of, persons in the United States, or U.S. Persons, have been and shall will be made only by through the Agent's U.S. Selling Group Member or a Selling FirmAffiliate, which in each case is and at all relevant times was and will be a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements) Act, and in good standing with the Financial Industry Regulatory Authority, Inc., and otherwise in compliance with all applicable U.S. federal and state broker-dealer requirementsrequirements (including those of self-regulatory authorities) and U.S. Securities Laws, and all such offers and sales of Offered Units have been and will be made only in states of the United States where such U.S. Affiliate is registered or otherwise exempt from registration. 4. Offers (d) In connection with offers and sales of Offered UnitsUnits in the United States, Unit Shares and Warrants no form of General Solicitation or General Advertising has been or will be used. Neither the Agent, its U.S. Affiliate, their respective affiliates or any persons acting on their behalf (including any Selling Firm) have engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer or sale of the Offered Units in the United States. (e) Any offer to sell or solicitation of an offer to buy Offered Units that has been made or will be made in the United States towas or will be made only to U.S. Accredited Investors with whom the Agent, its U.S. Affiliate or the Company has a pre-existing relationship prior to such offer or solicitation and a reasonable basis for believing them to be a U.S. Accredited Investor. (f) The Agent, through its U.S. Affiliate, will inform all purchasers of the account or benefit of, persons Offered Units in the United States and U.S. Persons that the Offered Units have not been made and shall will not be made: registered under the U.S. Securities Act and the Offered Units are being offered and sold to such persons in reliance on Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. (g) Each offeree in the United States has been or will be provided with a copy of the U.S. Private Placement Memorandum, and no other written material has been or will be used in connection with the offer or sale of the Offered Units in the United States. Each person purchasing Offered Units in the United States will be, prior to the sale of Offered Units to such persons, required to execute either a QIB Letter, if the Agent reasonably believes such purchaser is both a U.S. Accredited Investor and a Qualified Institutional Buyer, or a U.S. Subscription Agreement, as applicable. Prior to any offer or sale of Offered Units to each offeree in the United States, the Agent and its U.S. Affiliate each had reasonable grounds to believe and did believe that each such offeree was a U.S. Accredited Investor, and at the Closing will have reasonable grounds to believe and will continue to believe that each person purchasing Offered Units in the United States, and each purchaser of Offered Units who was offered Offered Units in the United States, is a U.S. Accredited Investor and, if purchasing pursuant to a QIB Letter, also a Qualified Institutional Buyer. (h) All offers and sales of Offered Units made outside the United States by the Agent its affiliates or any persons acting on their behalf (including any Selling Firm) have been and will be made in Offshore Transactions within the meaning of Regulation S. (i) Offers to sell and solicitations of offers to buy the Offered Units in the United States, have been and will be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable state securities laws. (j) It acknowledges that until 40 days after the closing of the offering of the Offered Units, an offer or sale of the Offered Units within the United States by any form dealer (whether or not participating in this offering) may violate the registration requirement of “general solicitation” the U.S. Securities Act if such offer or “general advertising” sale is made otherwise than in accordance with an exemption from the registration requirement of the U.S. Securities Act. (as those terms are used in Rule 502(ck) of Regulation D), including, without limitation, advertisements, articles, notices Neither the Agent nor its U.S. Affiliate nor any person acting on its or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or their behalf has taken or will take any action that would constitute a public offering violation of the Offered Units in the United States within the meaning of Section 4(a)(2) of Regulation M under the U.S. Securities Act. 5. The Agent, acting only through the U.S. Selling Group Member or a Selling Firm, has offered and will offer the Offered Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent, the U.S. Selling Group Member or the Selling Firm has a pre-existing business relationship and has reasonable grounds to believe and does believe, are either Qualified Institutional Buyers or Accredited Investors (and in compliance with Rule 506(b) of Regulation D and applicable state securities laws). 6. Each offeree of Offered Units, Unit Shares or Warrants in the United States, who is a U.S. Person or who is acting for the account or benefit of a person in the United States or a U.S. Person has been or shall be provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus Supplement. Prior to any sale of Offered Units, Unit Shares or Warrants to, or for the account of benefit of, a person in the United States or a U.S. Person or to a person who was offered such securities in the United States, each such purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus Supplement, and no other written material was used Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 7. Prior to the completion of any sale by the Corporation of Offered Units in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, (il) each such purchaser that is a Qualified Institutional Buyer thereof will be required to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “QIB Letter”) or (ii) each such purchaser that is an Accredited Investor thereof will be required to execute a subscription agreement in the form attached as Exhibit II to the final U.S. Memorandum (the “U.S. Subscription Agreement”). 8. Prior to the Closing Date, the Agent will provide the Corporation and the transfer agent of the Corporation with a list of all purchasers of the Offered Units in the United States, who are U.S. Persons, who are purchasing for the account or benefit of persons in the United States or U.S. Persons or who were offered Offered Units in the United States. Prior to the Closing Date, the Agent will provide the Corporation with copies of all QIB Letters and U.S. Subscription Agreements, duly executed by such purchasers for acceptance by the Corporation. 9. At Closing, each of the Agent, the U.S. Selling Group Member and any applicable Selling Firm that has offered or sold Offered Units, Unit Shares or Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “B”, relating to the manner of the offer and sale of the Offered Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons or the Agent and such persons will be deemed to have represented and warranted that no offers or sales of the Offered Units, the Unit Shares or the Warrants were made to, or for the account or benefit of, persons in the United States or U.S. Persons. 10. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 11. As of the Closing Date, with With respect to Offered Units, Unit Shares and Warrants Units to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “"Regulation D Securities”"), the Agent represents that none of (i) the Agent or the its U.S. Selling Group MemberAffiliate, (ii) the Agent or the its U.S. Selling Group Member’s Affiliate's general partners or managing members, (iii) any of the Agent’s 's or the its U.S. Selling Group Member’s directors, Affiliate's directors or executive officers or any other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s 's or the its U.S. Selling Group Member’s Affiliate's general partners’ ' or managing members’ directors, ' directors or executive officers or any other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of Regulation D Securities (each, a “"Dealer Covered Person” " and, collectively, the “"Dealer Covered Persons”"), is subject to any of the “Bad Actor” disqualifications described in under Rule 506(d)(1506(d)(1)(i) under to (viii) of Regulation D (a “"Disqualification Event”"). 12, except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof. As of the Closing Date, the The Agent represents that it is not aware of any person (other than the Agent, its U.S. Affiliate and any Dealer Covered PersonSelling Firm that has made in writing, in favour of the Company, the representations set forth in this paragraph as if it were the Agent) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. (m) At least one Business Day prior to the Closing, the Agent and its U.S. Affiliate will provide the Company (i) a list of all purchasers of the Offered Units in the United States and all purchasers of Offered Units who were offered Offered Units in the United States, and the registration instructions for each such purchaser and (ii) all executed QIB Letters and U.S. Subscription Agreements. (n) At the Closing, the Agent and its U.S. Affiliate will provide a certificate, substantially in the form of Exhibit A attached hereto, relating to the manner of the offer and sale of the Offered Units in the United States, or such persons will be deemed to have represented and warranted to the Company that they did not offer or sell any Offered Units in the United States.

Representations, Warranties and Covenants of the Agent. The Each Agent acknowledges represents and warrants to and covenants and agrees with the Company, as at the date hereof and as at the Closing Date, that: 1. It acknowledges that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares Securities have not been and will not be registered under the U.S. Securities Act or applicable any U.S. state securities laws, laws and the Offered Units, the Unit Shares and the Warrants may not be offered and or sold only in transactions exempt from, except pursuant to an exclusion or not subject to, exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that: 1. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf It has offered or and sold and will offer any Offered Units, Unit Shares or Warrants except: and sell the Securities only (ai) in an “offshore transaction,” as such term is defined in Regulation S, outside the United States to non-U.S. Persons in Offshore Transactions in accordance with Rule 903 of Regulation S; , or (bii) to, or for the account or benefit of, persons in the United States and U.S. Persons as provided in this Schedule A. Accordingly, none of the Agent, its affiliates (including its U.S. Affiliate) or any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule A, have made or will make (x) any offers to sell or solicitations of offers to buy Securities to, or for the account or benefit of, persons in the United States or U.S. Persons to Qualified Institutional Buyers Persons, or Accredited Investors purchasing pursuant to (y) any sale of Securities unless at the exemption from time the registration requirements of the U.S. Securities Act under Rule 506(b) of Regulation D and in compliance with similar exemptions under applicable state securities laws as provided in paragraphs 2 through 12 below. Accordinglypurchaser made its buy order therefor, none of the Agent, the its affiliates (including its U.S. Selling Group MemberAffiliate), their respective affiliates or and any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any behalf reasonably believed that such person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, States and not a U.S. Person and not or acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, . The Agent has not a U.S. Person and not acting for the account or benefit made any offers of a person CPP Securities in the United States or a U.S. Person; or (iii) any Directed Selling EffortsConcurrent Private Placement. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, the Unit Shares or the WarrantsSecurities, except with the U.S. Selling Group Member, its affiliatesAffiliate, any Selling Firm or with the prior written consent of the CorporationCompany. It The Agent shall require the Selling Group Member, its affiliates U.S. Affiliate and any Selling Firm to agree in writing, for the benefit of the CorporationCompany, to comply with, and shall use cause its best efforts to ensure that the Selling Group Member, its affiliates U.S. Affiliate and any Selling Firm complies with, to comply with the same provisions of the Agreement and this Schedule “BA” as apply to such the Agent as if such its provisions applied to the such U.S. Selling Group Member, its affiliates Affiliate and any such Selling Firm. 3. All offers and sales of Offered Units, Unit Shares and Warrants in the United States or to, or for the account or benefit of, persons in the United States, or U.S. Persons, have been and shall be made only by the U.S. Selling Group Member or a Selling Firm, which is a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements) and in good standing with the Financial Industry Regulatory Authority, Inc., in compliance with all applicable U.S. federal and state broker-dealer requirements. 4. Offers of Offered Units, Unit Shares and Warrants in the United States to, or for the account or benefit of, persons in the United States and U.S. Persons have not been made and shall not be made: (i) by any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 5. The Agent, acting only through the U.S. Selling Group Member or a Selling Firm, has offered and will offer the Offered Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent, the U.S. Selling Group Member or the Selling Firm has a pre-existing business relationship and has reasonable grounds to believe and does believe, are either Qualified Institutional Buyers or Accredited Investors (and in compliance with Rule 506(b) of Regulation D and applicable state securities laws). 6. Each offeree of Offered Units, Unit Shares or Warrants in the United States, who is a U.S. Person or who is acting for the account or benefit of a person in the United States or a U.S. Person has been or shall be provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus Supplement. Prior to any sale of Offered Units, Unit Shares or Warrants to, or for the account of benefit of, a person in the United States or a U.S. Person or to a person who was offered such securities in the United States, each such purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus Supplement, and no other written material was used in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 7. Prior to the completion of any sale Persons will be effected by the Corporation U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is on the date hereof, and will be on the date of Offered Units each offer or sale of Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. 4. Any offers, or solicitations of offers to buy Securities that have been made or will be made to, or for the account or benefit of, persons in the United States or U.S. Persons, was or will be made only (i) each such purchaser that is a to Qualified Institutional Buyer thereof will be required Buyers or U.S. Accredited Investors in transactions that are exempt from the registration requirements of the U.S. Securities Act available pursuant to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “QIB Letter”Rule 506(b) or of Regulation D and exempt from registration under all applicable state securities laws, and (ii) each such purchaser outside the United States in Offshore Transactions that is an Accredited Investor thereof will be required to execute a subscription agreement in are exempt from the form attached as Exhibit II to the final U.S. Memorandum (the “U.S. Subscription Agreement”). 8. Prior to the Closing Date, the Agent will provide the Corporation and the transfer agent registration requirements of the Corporation with a list U.S. Securities Act available pursuant to Rule 903 of all purchasers of the Offered Units in the United StatesRegulation S. 5. Immediately prior to making offers to, who are U.S. Persons, who are purchasing or for the account or benefit of of, persons in the United States or U.S. Persons or who were offered Offered Units in the United States. Prior to the Closing DatePersons, the Agent will provide the Corporation with copies of all QIB Letters and U.S. Subscription Agreements, duly executed by such purchasers for acceptance by the Corporation. 9. At Closing, each of the Agent, the its affiliates (including its U.S. Selling Group Member Affiliate), and any applicable Selling Firm person acting on any of their behalf had reasonable grounds to believe and did believe that has offered each such offeree was a Qualified Institutional Buyer or sold Offered Unitsa U.S. Accredited Investor with respect to which the Agent or its affiliates (including its U.S. Affiliate) had a pre-existing business relationship; and at the time of completion of each sale to a U.S. Purchaser, Unit Shares the Agent, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such U.S. Purchaser is a Qualified Institutional Buyer or Warrants a U.S. Accredited Investor, as applicable. 6. Offers and sales of Securities to, or for the account or benefit of, persons in the United States or U.S. Persons will provide a certificate, substantially in the have not been and shall not be made by any form of Exhibit 1 to this Schedule “B”, relating General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 7. At least one Business Day prior to the manner Closing Date, it shall provide the Company and its transfer agent with a list of all U.S. Purchasers of the offer Special Warrants, together with their addresses (including state of residence), the number of Special Warrants purchased and the registration and delivery instructions for the Special Warrants. 8. Prior to any sale of Securities to U.S. Purchasers, it shall cause each such U.S. Purchaser to execute and deliver to the Offered UnitsCompany, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons or the Agent and such persons will be deemed to have represented and warranted that no offers the U.S. Affiliates, the Subscription Agreement, including the U.S. Accredited Investor Certificate annexed thereto as Schedule “C” – Annex 1 or sales the Qualified Institutional Buyer Investment Letter annexed thereto as Schedule “C” – Annex 2, as applicable. 9. All offerees of the Offered Units, the Unit Shares or the Warrants were made toSecurities that are, or are acting for the account or benefit of, persons in the United States or U.S. PersonsPersons shall be informed that the Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and are being offered and sold to such persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and similar exemptions under applicable U.S. state securities laws. 10. The Agent understand that all Special Warrants sold and the Underlying Units issuable pursuant thereto to U.S. Purchasers in the Offering that are U.S. Accredited Investors will be issued in definitive physical form and will bear a restrictive legend substantially in the form set forth Schedule “C” to the Subscription Agreement. 11. None of the Agentit, any of its affiliates (including, the U.S. Selling Group Member, their respective affiliates Affiliate) or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Securities. 12. With respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 11. As of the Closing Date, with respect to Offered Units, Unit Shares and Warrants Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”)D, the Agent represents that none of (i) the Agent or the U.S. Selling Group MemberAffiliate, (ii) the Agent Agent’s or the U.S. Selling Group MemberAffiliate’s general partners or managing members, (iii) any of the Agent’s or the U.S. Selling Group MemberAffiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Selling Group MemberAffiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling FirmFDirm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers Purchasers in connection with the sale of Regulation D the Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any Disqualification Event except for a Disqualification Event contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Company prior to the date hereof. It will notify the Company in writing, prior to the Closing Date of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company hereunder, any (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person. 13. The Agent represents that it is not aware of any person other than a Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Securities pursuant to Rule 506(b) of Regulation D of the U.S. Securities Act. It will notify the Company, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale. No Dealer Covered Person has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the CPP Securities in the Concurrent Private Placement pursuant to Rule 506(b) of Regulation D of the U.S. Securities Act. 14. None of the Agent, any of its affiliates (including, the U.S. Affiliate) or any person acting on any of their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Special Warrants for Underlying Units, the Units Shares and the Warrants, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the exchange of Special Warrants for Underlying Units, the Unit Shares and the Warrants. 15. At Closing, the Agent, together with its U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit A to this Schedule A, relating to the manner of the offer and sale of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, or will be deemed to have represented that they did not offer or sell Securities to, or for the account or benefit of, persons in the United States or U.S. Persons. 16. The Agent acknowledges that the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities to it, the Agent represents, warrants and covenants that (i) it is acquiring the Compensation Securities as principal for its own account and not for the benefit of any other person; (ii) it is not a U.S. Person and is not acquiring the Compensation Securities in the United States, or on behalf of a U.S. Person or a person located in the United States; and (iii) the Agency Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that 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 exempt from registration under the U.S. Securities Act and the applicable securities laws of any state of the United States. In connection with the private placement in the United States of special warrants of Voyager Digital Ltd. (the “Company”) pursuant to the Agency Agreement dated December 15, 2020 among the Company and Xxxxxx Xxxxxxxx Canada Inc. (the “Agency Agreement”), each of the undersigned does hereby certify to the Company as follows: (a) [●] (the “U.S. Affiliate”) is, and at all relevant times was, a duly registered broker or dealer with the United States Securities and Exchange Commission and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and the date on which each offer by it and sale by the Company of Securities was made to, or for the account or benefit of, persons in the United States or U.S. Persons, and all offers and sales of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons have been effected by the U.S. Affiliate in compliance with all U.S. federal and state broker-dealer requirements; (b) immediately prior to making any offers of Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, we had reasonable grounds to believe and did believe that the U.S. Purchaser was either (i) a Qualified Institutional Buyer, or (ii) a U.S. Accredited Investor, as applicable, and, on the date hereof, we continue to believe that each such U.S. Purchaser purchasing Offered Securities from us is either a Qualified Institutional Buyer or Accredited Investor; (c) no form of General Solicitation or General Advertising was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or the internet or any seminar or meeting whose attendees had been invited by General Solicitation or General Advertising, in connection with the offer or sale of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons; (d) prior to any sale of Securities to, or for the account or benefit of, a person in the United States or a U.S. Person, each such U.S. Purchaser thereof that is purchasing Securities provided an executed (i) U.S. Accredited Investor Certificate annexed to the Subscription Agreement as Schedule “C” – Annex 1 (if a U.S. Accredited Investor), or (ii) a Qualified Institutional Buyer Investment Letter annexed to the Subscription Agreement as Schedule “C” – Annex 2 (if a Qualifed Institutional Buyer), and we provided the Company with copies of all such completed and executed Schedules for acceptance by the Company; (e) neither we, nor our affiliates or any person acting on any of our behalf have taken or will take, directly or indirectly, any action in a violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Securities; (f) none of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Securities, (iv) any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Securities or (v) any Dealer Covered Person is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1506(d)(1)(i) to (viii) under Regulation D (D, except for a “Disqualification Event”). 12. As Event contemplated by Rule 506(d)(2) of the Closing Date, U.S. Securities Act and a description of which has been furnished in writing to the Agent represents that it Company prior to the date hereof; and (vii) the undersigned is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any the Securities; (g) all offerees and Purchasers that are, or are acting for the account or benefit of, persons in the United States or U.S. Persons have been informed that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such Purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D Securitiesand similar exemptions under applicable state securities laws; and (h) the offering of the Securities in the United States has been conducted by us in accordance with the terms of the Agency Agreement including Schedule A thereto.

Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that: 1. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Offered Units, Unit Shares or Warrants except: (a) in an “offshore transaction,” as such term is defined in Regulation S, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; or (b) in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons to Qualified Institutional Buyers or Institutional Accredited Investors purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(b) of Regulation D and in compliance with similar exemptions under applicable state securities laws as provided in paragraphs 2 through 12 13 below. Accordingly, none of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 13 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants, except with the U.S. Selling Group Member, its affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require the Selling Group Member, its affiliates and any Selling Firm to agree in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that the Selling Group Member, its affiliates and any Selling Firm complies with, the same provisions of this Schedule “BD” as apply to such Agent as if such provisions applied to the U.S. Selling Group Member, its affiliates and any Selling Firm. 3. All offers and sales of Offered Units, Unit Shares and Warrants in the United States or to, or for the account or benefit of, persons in the United States, or U.S. Persons, have been and shall be made only by the U.S. Selling Group Member or a Selling Firm, which is a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements) and in good standing with the Financial Industry Regulatory Authority, Inc., in compliance with all applicable U.S. federal and state broker-dealer requirements. 4. Offers of Offered Units, Unit Shares and Warrants in the United States to, or for the account or benefit of, persons in the United States and U.S. Persons have not been made and shall not be made: (i) by any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or has taken or will take any action that would constitute a public offering of the Offered Units and/or Additional Warrants in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 5. The Agent, acting only through the U.S. Selling Group Member or a Selling Firm, has offered and will offer the Offered Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent, the U.S. Selling Group Member or the Selling Firm has a pre-existing business relationship and has reasonable grounds to believe and does believe, are either Qualified Institutional Buyers or Institutional Accredited Investors (and in compliance with Rule 506(b) of Regulation D and applicable state securities laws). 6. Each offeree of Offered Units, Unit Shares or Warrants in the United States, who is a U.S. Person or who is acting for the account or benefit of a person in the United States or a U.S. Person has been or shall be provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus SupplementProspectus. Prior to any sale of Offered Units, Unit Shares or Warrants to, or for the account of benefit of, a person in the United States or a U.S. Person or to a person who was offered such securities in the United States, each such purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus SupplementProspectus, and no other written material was used in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 7. Prior to the completion of any sale by the Corporation of Offered Units and/or Additional Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, (i) each such purchaser that is a Qualified Institutional Buyer thereof will be required to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “QIB Letter”) or (ii) each such purchaser that is an Institutional Accredited Investor thereof will be required to execute a subscription agreement for sales to such U.S. purchasers in the form attached as Exhibit II to the final U.S. Memorandum (the “U.S. Subscription Agreement”). 8. Prior to the Closing Date, the Agent will provide the Corporation and the transfer agent of the Corporation with a list of all purchasers of the Offered Units and/or Additional Warrants in the United States, who are U.S. Persons, who are purchasing for the account or benefit of persons in the United States or U.S. Persons or who were offered Offered Units and/or Additional Warrants in the United States. Prior to the Closing Date, the Agent will provide the Corporation with copies of all QIB Letters and U.S. Subscription Agreements, duly executed by such purchasers for acceptance by the Corporation. 9. At Closing, each of the Agent, the U.S. Selling Group Member and any applicable Selling Firm that has offered or sold Offered Units, Unit Shares or Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “BD”, relating to the manner of the offer and sale of the Offered Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons or the Agent and such persons will be deemed to have represented and warranted that no offers or sales of the Offered Units, the Unit Shares or the Warrants were made to, or for the account or benefit of, persons in the United States or U.S. Persons. 10. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 11. As of the Closing Date, with respect to Offered Units, Unit Shares and Warrants to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), the Agent represents that none of (i) the Agent or the U.S. Selling Group Member, (ii) the Agent or the U.S. Selling Group Member’s general partners or managing members, (iii) any of the Agent’s or the U.S. Selling Group Member’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Selling Group Member’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”). 12. As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. 13. It is acquiring the Compensation Warrants and Compensation Shares as principal for its own account and not for the benefit of any other person. Furthermore, in connection with the issuance of the Compensation Warrants and Compensation Shares, (i) it is not a U.S. Person and it is not acquiring the Compensation Warrants and Compensation Shares in the United States, or on behalf of a U.S. Person or a person located in the United States, and (ii) the Agreement was executed and delivered outside the United States. It agrees that it will not engage in any Directed Selling Efforts with respect to any Compensation Warrants and Compensation Shares.

Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its U.S. Affiliate) acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares Units have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, laws and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, from or not subject to, to the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Affiliate) represents, warrants warrants, covenants and covenants agrees to and with the Corporation Company as of the date hereof and the Closing Date that: 1. None of (a) Neither the Agent, the Agent nor its U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf Affiliate has offered or sold nor will any of them offer or sell any Offered Units, Unit Shares or Warrants except: Units except (a) in an “offshore transaction,” as such term is defined in Regulation SOffshore Transaction, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; S or (b) in the United States toto a U.S. Accredited Investor, or for the account or benefit of, persons in the United States or U.S. Persons to which may include a Qualified Institutional Buyers or Buyer that is also a U.S. Accredited Investors Investor, purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act available under Rule 506(b) of Regulation D D, and in compliance with similar exemptions under transactions that are exempt from the registration requirements of applicable state securities laws laws, as provided in paragraphs 2 through 12 below. this Schedule A. Accordingly, none of the Agent, the its U.S. Selling Group Member, Affiliate or any of their respective affiliates or any persons acting on their behalf (including any Selling Firm) (i) have engaged or will engage in any Directed Selling Efforts in the United States with respect to the Offered Units; or (ii) except as permitted by this Schedule A, have made or will make (x) any offers to sell Offered Units in the United States or (y) any sale of Offered Units unless at the time the purchaser made its buy order therefor, the Agent, its U.S. Affiliate or other person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It (b) Neither the Agent nor its U.S. Affiliate has not entered and nor will not any of them enter into any contractual arrangement with respect to the offer and offer, sale or any distribution of the Offered Units, the Unit Shares or the Warrants, except with the U.S. Selling Group Member, its affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require the Selling Group Member, its affiliates and any Selling Firm to agree in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that the Selling Group Member, its affiliates and any Selling Firm complies with, the same provisions of this Schedule “B” as apply to such Agent as if such provisions applied to the U.S. Selling Group Member, its affiliates and any Selling FirmCompany. 3. (c) All offers and sales of Offered Units, Unit Shares and Warrants Units in the United States or to, or for the account or benefit of, persons in the United States, or U.S. Persons, have been and shall will be made only by through the Agent's U.S. Selling Group Member or a Selling FirmAffiliate, which in each case is and at all relevant times was and will be a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements) Act, and in good standing with the Financial Industry Regulatory Authority, Inc., and otherwise in compliance with all applicable U.S. federal and state broker-dealer requirementsrequirements (including those of self- regulatory authorities) and U.S. Securities Laws, and all such offers and sales of Offered Units have been and will be made only in states of the United States where such U.S. Affiliate is registered or otherwise exempt from registration. 4. Offers (d) In connection with offers and sales of Offered UnitsUnits in the United States, Unit Shares and Warrants no form of General Solicitation or General Advertising has been or will be used. Neither the Agent, its U.S. Affiliate, their respective affiliates or any persons acting on their behalf (including any Selling Firm) have engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer or sale of the Offered Units in the United States. (e) Any offer to sell or solicitation of an offer to buy Offered Units that has been made or will be made in the United States towas or will be made only to U.S. Accredited Investors with whom the Agent, its U.S. Affiliate or the Company has a pre-existing relationship prior to such offer or solicitation and a reasonable basis for believing them to be a U.S. Accredited Investor. (f) The Agent, through its U.S. Affiliate, will inform all purchasers of the account or benefit of, persons Offered Units in the United States and U.S. Persons that the Offered Units have not been made and shall will not be made: registered under the U.S. Securities Act and the Offered Units are being offered and sold to such persons in reliance on Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws. (g) Each offeree in the United States has been or will be provided with a copy of the U.S. Private Placement Memorandum, and no other written material has been or will be used in connection with the offer or sale of the Offered Units in the United States. Each person purchasing Offered Units in the United States will be, prior to the sale of Offered Units to such persons, required to execute either a QIB Letter, if the Agent reasonably believes such purchaser is both a U.S. Accredited Investor and a Qualified Institutional Buyer, or a U.S. Subscription Agreement, as applicable. Prior to any offer or sale of Offered Units to each offeree in the United States, the Agent and its U.S. Affiliate each had reasonable grounds to believe and did believe that each such offeree was a U.S. Accredited Investor, and at the Closing will have reasonable grounds to believe and will continue to believe that each person purchasing Offered Units in the United States, and each purchaser of Offered Units who was offered Offered Units in the United States, is a U.S. Accredited Investor and, if purchasing pursuant to a QIB Letter, also a Qualified Institutional Buyer. (h) All offers and sales of Offered Units made outside the United States by the Agent its affiliates or any persons acting on their behalf (including any Selling Firm) have been and will be made in Offshore Transactions within the meaning of Regulation S. (i) Offers to sell and solicitations of offers to buy the Offered Units in the United States, have been and will be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable state securities laws. (j) It acknowledges that until 40 days after the closing of the offering of the Offered Units, an offer or sale of the Offered Units within the United States by any form dealer (whether or not participating in this offering) may violate the registration requirement of “general solicitation” the U.S. Securities Act if such offer or “general advertising” sale is made otherwise than in accordance with an exemption from the registration requirement of the U.S. Securities Act. (as those terms are used in Rule 502(ck) of Regulation D), including, without limitation, advertisements, articles, notices Neither the Agent nor its U.S. Affiliate nor any person acting on its or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or their behalf has taken or will take any action that would constitute a public offering violation of the Offered Units in the United States within the meaning of Section 4(a)(2) of Regulation M under the U.S. Securities Act. 5. The Agent, acting only through the U.S. Selling Group Member or a Selling Firm, has offered and will offer the Offered Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent, the U.S. Selling Group Member or the Selling Firm has a pre-existing business relationship and has reasonable grounds to believe and does believe, are either Qualified Institutional Buyers or Accredited Investors (and in compliance with Rule 506(b) of Regulation D and applicable state securities laws). 6. Each offeree of Offered Units, Unit Shares or Warrants in the United States, who is a U.S. Person or who is acting for the account or benefit of a person in the United States or a U.S. Person has been or shall be provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus Supplement. Prior to any sale of Offered Units, Unit Shares or Warrants to, or for the account of benefit of, a person in the United States or a U.S. Person or to a person who was offered such securities in the United States, each such purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus Supplement, and no other written material was used Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 7. Prior to the completion of any sale by the Corporation of Offered Units in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, (il) each such purchaser that is a Qualified Institutional Buyer thereof will be required to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “QIB Letter”) or (ii) each such purchaser that is an Accredited Investor thereof will be required to execute a subscription agreement in the form attached as Exhibit II to the final U.S. Memorandum (the “U.S. Subscription Agreement”). 8. Prior to the Closing Date, the Agent will provide the Corporation and the transfer agent of the Corporation with a list of all purchasers of the Offered Units in the United States, who are U.S. Persons, who are purchasing for the account or benefit of persons in the United States or U.S. Persons or who were offered Offered Units in the United States. Prior to the Closing Date, the Agent will provide the Corporation with copies of all QIB Letters and U.S. Subscription Agreements, duly executed by such purchasers for acceptance by the Corporation. 9. At Closing, each of the Agent, the U.S. Selling Group Member and any applicable Selling Firm that has offered or sold Offered Units, Unit Shares or Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “B”, relating to the manner of the offer and sale of the Offered Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons or the Agent and such persons will be deemed to have represented and warranted that no offers or sales of the Offered Units, the Unit Shares or the Warrants were made to, or for the account or benefit of, persons in the United States or U.S. Persons. 10. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 11. As of the Closing Date, with With respect to Offered Units, Unit Shares and Warrants Units to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “"Regulation D Securities”"), the Agent represents that none of (i) the Agent or the its U.S. Selling Group MemberAffiliate, (ii) the Agent or the its U.S. Selling Group Member’s Affiliate's general partners or managing members, (iii) any of the Agent’s 's or the its U.S. Selling Group Member’s directors, Affiliate's directors or executive officers or any other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s 's or the its U.S. Selling Group Member’s Affiliate's general partners’ ' or managing members’ directors, ' directors or executive officers or any other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”). 12. As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.or

Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the Offered Units, the Unit Shares and the Warrants may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable state securities laws. Accordingly, the Agent represents, warrants and covenants to the Corporation that: 1. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Offered Units, Unit Shares or Warrants except: (a) in an “offshore transaction,” as such term is defined in Regulation S, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; or (b) in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons to Qualified Institutional Buyers or Institutional Accredited Investors purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(b) of Regulation D and in compliance with similar exemptions under applicable state securities laws as provided in paragraphs 2 through 12 13 below. Accordingly, none of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 through 12 13 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or to, or for the account or benefit of, any person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser unless, at the time the buy order was or is originated, the purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group Member, their respective affiliates or person acting on its or their behalf reasonably believed that such purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants, except with the U.S. Selling Group Member, its affiliates, any Selling Firm or with the prior written consent of the Corporation. It shall require the Selling Group Member, its affiliates and any Selling Firm to agree in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that the Selling Group Member, its affiliates and any Selling Firm complies with, the same provisions of this Schedule “BD” as apply to such Agent as if such provisions applied to the U.S. Selling Group Member, its affiliates and any Selling Firm. 3. All offers and sales of Offered Units, Unit Shares and Warrants in the United States or to, or for the account or benefit of, persons in the United States, or U.S. Persons, have been and shall be made only by the U.S. Selling Group Member or a Selling Firm, which is a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which offers and sales were or will be made (unless exempted from the respective state’s broker-dealer registration requirements) and in good standing with the Financial Industry Regulatory Authority, Inc., in compliance with all applicable U.S. federal and state broker-dealer requirements. 4. Offers of Offered Units, Unit Shares and Warrants in the United States to, or for the account or benefit of, persons in the United States and U.S. Persons have not been made and shall not be made: (i) by any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 5. The Agent, acting only through the U.S. Selling Group Member or a Selling Firm, has offered and will offer the Offered Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent, the U.S. Selling Group Member or the Selling Firm has a pre-existing business relationship and has reasonable grounds to believe and does believe, are either Qualified Institutional Buyers or Institutional Accredited Investors (and in compliance with Rule 506(b) of Regulation D and applicable state securities laws). 6. Each offeree of Offered Units, Unit Shares or Warrants in the United States, who is a U.S. Person or who is acting for the account or benefit of a person in the United States or a U.S. Person has been or shall be provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus SupplementProspectus. Prior to any sale of Offered Units, Unit Shares or Warrants to, or for the account of benefit of, a person in the United States or a U.S. Person or to a person who was offered such securities in the United States, each such purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus SupplementProspectus, and no other written material was used in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 7. Prior to the completion of any sale by the Corporation of Offered Units in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, (i) each such purchaser that is a Qualified Institutional Buyer thereof will be required to execute a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “QIB Letter”) or (ii) each such purchaser that is an Institutional Accredited Investor thereof will be required to execute a subscription agreement in the form attached as Exhibit II to the final U.S. Memorandum (the “U.S. Subscription Agreement”). 8. Prior to the Closing Date, the Agent will provide the Corporation and the transfer agent of the Corporation with a list of all purchasers of the Offered Units in the United States, who are U.S. Persons, who are purchasing for the account or benefit of persons in the United States or U.S. Persons or who were offered Offered Units in the United States. Prior to the Closing Date, the Agent will provide the Corporation with copies of all QIB Letters and U.S. Subscription Agreements, duly executed by such purchasers for acceptance by the Corporation. 9. At Closing, each of the Agent, the U.S. Selling Group Member and any applicable Selling Firm that has offered or sold Offered Units, Unit Shares or Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “BD”, relating to the manner of the offer and sale of the Offered Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons or the Agent and such persons will be deemed to have represented and warranted that no offers or sales of the Offered Units, the Unit Shares or the Warrants were made to, or for the account or benefit of, persons in the United States or U.S. Persons. 10. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 11. As of the Closing Date, with respect to Offered Units, Unit Shares and Warrants to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), the Agent represents that none of (i) the Agent or the U.S. Selling Group Member, (ii) the Agent or the U.S. Selling Group Member’s general partners or managing members, (iii) any of the Agent’s or the U.S. Selling Group Member’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Selling Group Member’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”). 12. As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. 13. It is acquiring the Compensation Warrants and Compensation Shares as principal for its own account and not for the benefit of any other person. Furthermore, in connection with the issuance of the Compensation Warrants and Compensation Shares, (i) it is not a U.S. Person and it is not acquiring the Compensation Warrants and Compensation Shares in the United States, or on behalf of a U.S. Person or a person located in the United States, and (ii) the Agreement was executed and delivered outside the United States. It agrees that it will not engage in any Directed Selling Efforts with respect to any Compensation Warrants and Compensation Shares.

Representations, Warranties and Covenants of the Agent. The Agent acknowledges and agrees that the Offered Units, the Unit Shares, the Warrants and the Warrant Shares Securities have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state securities lawsof the United States, and the Offered Units, the Unit Shares and the Warrants Securities may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state securities lawsof the United States. Accordingly, the Agent represents, warrants and covenants to and with the Corporation Corporation, as at the date hereof, the Closing Date and any Option Closing Date, that: 1. None of Neither the Agent, the U.S. Selling Group MemberPlacement Agent appointed by the Agent, their respective affiliates or any person acting on any of its or their behalf has offered or will offer any Offered Units, Unit Shares or Warrants Securities except: (a) in an “offshore transaction,” as such term is defined in Regulation SOffshore Transactions, outside the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S; or and (b) in the United States to, or for the account or benefit of, persons in the United States or and U.S. Persons to that are Qualified Institutional Buyers or Accredited Investors purchasing pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 506(bafforded by Section 4(a)(2) of Regulation D thereof and in compliance with similar exemptions under applicable state securities laws of any state of the United States as provided in paragraphs 2 3 through 12 14 below. Accordingly, none of the Agent, the U.S. Selling Group MemberPlacement Agent appointed by the Agent, their respective affiliates or any person acting on any of its or their behalf, has made or will make (except as permitted in paragraphs 2 3 through 12 14 below): (i) any offer to sell, or any solicitation of an offer to buy, any Offered Units, Unit Shares or Warrants in the United States or Securities to, or for the account or benefit of, any a person in the United States or a U.S. Person; (ii) any sale of Offered Units, Unit Shares or Warrants to any purchaser Purchaser unless, at the time the buy order was or is originated, the purchaser Purchaser was outside the United States, not a U.S. Person Person, and not acting for the account or benefit of a person in the United States or a U.S. Person, or the Agent, the U.S. Selling Group MemberPlacement Agent appointed by the Agent, their respective affiliates or any person acting on its or any of their behalf reasonably believed that such purchaser Purchaser was outside the United States, not a U.S. Person and not acting for the account or benefit of a person in the United States or a U.S. Person; or (iii) any Directed Selling Efforts. 2. It The Agent agrees that, at or prior to confirmation of the sale of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the Distribution Compliance Period a confirmation or notice to substantially the following effect: “The securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until one year (six months if the issuer is a reporting issuer with the United States Securities and Exchange Commission) after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S under the U.S. Securities Act. Terms used herein have the meanings given to them in Regulation S.” In addition, prior to the expiration of the Distribution Compliance Period, all subsequent offers and sales of the Securities by the Agent or its affiliates shall be made only in accordance with the provisions of Rule 903 or 904 of Regulation S; pursuant to a registration of the Securities under the U.S. Securities Act; or pursuant to an available exemption from the registration requirements of the U.S. Securities Act as provided in paragraphs 3 through 14 below. Further, in connection with offers and sales of the Securities outside of the United States, the Agent shall require each such Purchaser to execute and deliver a Non-U.S. Purchaser Letter in the form agreed to by the Corporation and the Agent. 3. The Agent has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Offered Units, the Unit Shares or the WarrantsSecurities, except with the U.S. Selling Group Member, its affiliatesPlacement Agent appointed by it, any other Selling Firm appointed by it or with the prior written consent of the Corporation. It shall require the Selling Group Member, its affiliates such U.S. Placement Agent and any such Selling Firm to agree in writing, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that the Selling Group Member, its affiliates such U.S. Placement Agent and any such other Selling Firm complies with, the same provisions of this Schedule “B” A as apply applies to such the Agent as if such provisions applied to the such U.S. Selling Group Member, its affiliates Placement Agent and any such other Selling Firm. 34. All offers and sales of Offered Units, Unit Shares and Warrants in Securities by the United States or Agent for sale by the Corporation to, or for the account or benefit of, persons in the United States, or States and U.S. Persons, Persons have been and shall be made only by the U.S. Selling Group Member or a Selling FirmPlacement Agent, which is a U.S. broker-dealer registered pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state of the United States in which offers and sales were or will be made (unless exempted from the respective state’s broker-broker- dealer registration requirements) and in good standing with the Financial Industry Regulatory Authority, Inc.Inc. on the date of each such offer and sale, in compliance with all applicable U.S. federal and state broker-dealer requirements. 45. Offers of Offered Units, Unit Shares Securities by the Agent through the U.S. Placement Agent and Warrants in the United States any persons acting on its or their behalf to, or for the account or benefit of, persons in the United States and U.S. Persons have not been made and shall not be made: made (i) by any form of “general solicitation” General Solicitation or “general advertising” (as those terms are used in Rule 502(c) of Regulation D)General Advertising, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or (ii) or has taken or will take any action that would constitute in a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 56. The Agent, its affiliates, including the U.S. Placement Agent, and any persons acting on its or their behalf has not taken and will not take any action that would cause the exemptions from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof to be unavailable for offers and sales of the Securities in the United States, to U.S. Persons, or to persons acting for the account or benefit of U.S. Persons or persons in the United States or the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S to be unavailable for offers and sales of the Securities outside the United States. 7. The Agent will inform, or cause the U.S. Placement Agent to inform, all U.S. Purchasers, that the Securities have not been and will not be registered under the U. S. Securities Act and are being offered and resold to them without registration under the U. S. Securities Act in reliance upon Section 4(a)(2) thereof and in compliance with, or pursuant to an exemption from, the registration or qualification requirements of all applicable securities laws of any state of the United States. 8. Any offer of, or solicitation of an offer to buy, Securities that has been made or will be made by the Agent through the U.S. Placement Agent to, or for the account or benefit of, a person in the United States or a U.S. Person was or will be made only to Qualified Institutional Buyers. 9. The Agent, acting only through the U.S. Selling Group Member or a Selling FirmPlacement Agent, has offered and will offer the Offered Units, the Unit Shares and the Warrants in the United States or Securities to, or for the account or benefit of, persons in the United States and U.S. Persons only to offerees with respect to which the Agent, Agent or the U.S. Selling Group Member or the Selling Firm Placement Agent has a pre-existing business relationship and has relationship. Immediately prior to transmitting the U.S. Memorandum, the Agent or the U.S. Placement Agent had reasonable grounds to believe and does believe, are either did believe that each offeree was a Qualified Institutional Buyers or Accredited Investors (and in compliance with Rule 506(b) of Regulation D and applicable state securities laws)Buyer and, on the date hereof, it continues to believe that each U.S. is a Qualified Institutional Buyer. 610. Each offeree of Offered UnitsSecurities offered by the Agent through the U.S. Placement Agent that is, Unit Shares or Warrants in the United States, who is a U.S. Person or who is acting for the account or benefit of of, a person in the United States or a U.S. Person has been or shall be provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Base Prospectus Supplementor the Prospectus. Prior to any sale of Offered Units, Unit Shares or Warrants to, or for Securities by the account of benefit of, a person in the United States or Corporation to a U.S. Person or to a person who was offered such securities in identified by the United StatesAgent through the U.S. Placement Agent, each such purchaser U.S. Purchaser shall be provided with a copy of the final U.S. Memorandum, including the Prospectus SupplementProspectus, and no other written material was shall be used in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrants Securities to, or for the account or benefit of, persons in the United States or and U.S. Persons. 711. Prior to the completion of any sale by the Corporation of Offered Units in Securities to a U.S. Purchaser identified by the United States or toAgent through the U.S. Placement Agent, or for the account or benefit of, persons in the United States or U.S. Persons, (i) each such purchaser that is a Qualified Institutional Buyer thereof U. S. Purchaser will be required to execute and deliver to the Corporation a Qualified Institutional Buyer Letter in the form attached as Exhibit I to the final U.S. Memorandum (the “U.S. QIB Letter”) or (ii) each such purchaser that is an Accredited Investor thereof will be required to execute a subscription agreement in the form attached as Exhibit II to the final U.S. Memorandum (the “U.S. Subscription Agreement”). 812. Prior to the Closing Date, the Agent will provide the Corporation Date and the transfer agent of the Corporation with a list of all purchasers of the Offered Units in the United States, who are U.S. Persons, who are purchasing for the account or benefit of persons in the United States or U.S. Persons or who were offered Offered Units in the United States. Prior to the any Option Closing Date, the Agent will provide and the Corporation with copies of all QIB Letters and associated U.S. Subscription Agreements, duly executed by such purchasers for acceptance by the Corporation. 9. At Closing, each of the Agent, the U.S. Selling Group Member and any applicable Selling Firm Placement Agent that has offered or sold Offered Units, Unit Shares or Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons will provide a certificate, substantially in the form of Exhibit 1 to this Schedule “B”, relating to the manner of the offer and sale of the Offered Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons or will provide the Corporation and the Transfer Agent with a list of all Purchasers of the Securities identified by such Agent and such persons will be deemed to have represented and warranted U.S. Placement Agent that no offers or sales of the Offered Units, the Unit Shares or the Warrants were made to, or for the account or benefit of, persons in the United States or U.S. Persons. 10. None of the Agent, the U.S. Selling Group Member, their respective affiliates or any person acting on any of its or their behalf has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 11. As of the Closing Date, with respect to Offered Units, Unit Shares and Warrants to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), the Agent represents that none of (i) the Agent or the U.S. Selling Group Member, (ii) the Agent or the U.S. Selling Group Member’s general partners or managing members, (iii) any of the Agent’s or the U.S. Selling Group Member’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent’s or the U.S. Selling Group Member’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a “Disqualification Event”). 12. As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.are U.S.