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

Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its respective U.S. Placement Agent) severally, but not jointly or jointly and severally, acknowledge that the Common Shares and Warrants comprising the Units and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Placement Agent) severally, but not jointly or jointly and severally, represents, warrants and covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause its U.S. Placement Agent to comply with such representations, warranties and covenants, that: 1. Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers pursuant to an available exemption from registration under the U.S. Securities Act and applicable exemptions under state securities laws, it has offered and sold, and will offer and sell, the Units forming part of its allotment only in an Offshore Transaction in accordance with Rule 903 of Regulation S, or as provided in this Schedule “A”. Accordingly, none of such Agent, its affiliates or any persons acting on its or their behalf, has made or will make (except as permitted in this Schedule “A”): (i) any offer to sell or any solicitation of an offer to buy, any Units to any U.S. Person or person in the United States; (ii) any sale of Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, its affiliates or persons acting on its or their behalf reasonably believed that such purchaser was outside the United States and a non-U.S. Person; or

Representations, Warranties and Covenants of the Agent. The Agent Agents (on its their own behalf and on behalf of its their respective U.S. Placement AgentAffiliates) severally, but not jointly or jointly and severally, acknowledge that the Common Unit Shares and Warrants comprising the Units and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to to, or for the account or benefit of, any U.S. Person or any person within the United States, except to Qualified Institutional Buyers pursuant to an available in reliance upon the exemption from the registration requirements afforded by Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, each of the Agent Agents (on its their own behalf and on behalf of its their respective U.S. Placement AgentAffiliate) severally, but not jointly or jointly and severally, represents, warrants and covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause its their respective U.S. Placement Agent Affiliates to comply with such representations, warranties and covenants, that: 1. Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers pursuant to an available in reliance upon the exemption from registration under afforded by Section 4(a)(2) of the U.S. Securities Act and applicable exemptions under state securities laws, it has offered for sale and soldsold as agent, and will offer for sale and sellsell as agent, the Units Offered Securities forming part of its allotment only in an Offshore Transaction in accordance with Rule 903 of Regulation S, or as provided in this Schedule “A”. Accordingly, none of such Agent, its affiliates or any persons acting on its or their behalf, has made or will make (except as permitted in this Schedule “A”): (i) any offer to sell or any solicitation of an offer to buy, any Units to Offered Securities to, or for the account or benefit of, any U.S. Person or person in the United States; (ii) any sale of Units Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, its affiliates or persons acting on its or their behalf reasonably believed that such purchaser was outside the United States and a non-U.S. Person; oror (iii) any Directed Selling Efforts in the United States with respect to the Offered Securities. 2. Any offer, sale or solicitation of an offer to buy the Offered Securities that has been made or will be made by it or its U.S. Affiliate in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States was or will be made only to persons reasonably believed by it and its U.S. Affiliate to be Qualified Institutional Buyers purchasing the Offered Securities for their own accounts or for the account of one or more Qualified Institutional Buyers with respect to which they exercise sole investment discretion in transactions that are exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws. 3. It has not entered and will not enter into any contractual arrangement with respect to the offer, sale or any distribution of the Offered Securities. 4. All offers and sales of the Offered Securities in the United States, or to, or for the account or benefit of, a person in the United States or a U.S. Person, to be completed with the assistance of the Agent will be effected through its U.S. Affiliate as agent for the Corporation, and such U.S. Affiliate is, and shall be on the date of each offer and sale of the Offered Securities by it, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each state in which such offers and sales of Units were or will be made (unless exempted from the respective state’s broker-dealer registration requirements) and is, and shall be on the date of each offer and sale of Units by it, a member in good standing with FINRA. All offers and sales of the Offered Securities in the United States, or to, or for the account or benefit of, a person in the United States or a U.S. Person, by it were made and will be made by its U.S. Affiliate in compliance with all applicable United States federal and state broker-dealer requirements and all applicable rules of FINRA. 5. Offers and sales of the Offered Securities by it and its U.S. Affiliate or any persons acting on their behalf (including any Selling Firms) in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person have not been and will not be made (i) by any form of general solicitation or general advertising as used in Rule 502(c) of Regulation D or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. Immediately prior to soliciting offerees in the United States, or to, or for the account or benefit of, a person in the United States or a U.S. Person, and at the time of completion of each sale to a purchaser in the United States, or to, or for the account or benefit of, a person in the United States or a U.S. Person, it, its U.S. Affiliate and any person acting on its or their behalf (including any Selling Firms) had reasonable grounds to believe and did believe that each offeree or purchaser, as applicable, was a Qualified Institutional Buyer purchasing the Offered Securities directly from the Corporation. 7. Prior to the completion of any sale of the Offered Securities in the United States, or to, or for the account or benefit of, a person in the United States or a U.S. Person, to a Qualified Institutional Buyer, each such Qualified Institutional Buyer will be required to execute and deliver to the Corporation, the Agent and the U.S. Affiliate, including the Qualified Institutional Buyer Letter. 8. At least one Business Day prior to the time of delivery, it will provide the Corporation and its transfer agent with a list of all U.S. Purchasers of the Offered Securities, together with their addresses (including state of residence), the number of Units purchased and the registration and delivery instructions for the Units. 9. At the Closing, each Agent (together with its U.S. Affiliate) that participated in the offer or sale of the Offered Securities in the United States, or to or for the account or benefit of U.S. Persons or persons in the United States, will provide the Corporation with a certificate, substantially in the form of Appendix 1 to this Schedule “A”, relating to the manner of the offer for sale and sale of the Offered Securities in the United States, or to or for the account or benefit of U.S. Persons or persons in the United States, or will be deemed to have represented and warranted for the benefit of the Corporation that neither it nor its U.S. Affiliate offered or sold the Offered Securities in the United States, or to or for the account or benefit of U.S. Persons or persons in the United States. 10. Each offeree in the United States, that is a U.S. Person or is acting for the account or benefit of a person in the United States or a U.S. Person, has been or will be, prior to any sale of Offered Securities to such offeree, provided with a copy of the U.S. Placement Memorandum, and no other written material has been or will be used in connection with the offer or sale of the Offered Securities in the United States, or to, or for the account or benefit of, a person in the United States or a U.S. Person. Each U.S. Purchaser will be, prior to the sale of Offered Securities to such persons, required to execute a Qualified Institutional Buyer Letter in the form of Exhibit A attached to the U.S. Placement Memorandum. Prior to any sale of Offered Securities to a U.S. Purchaser at each Closing, such Agent and its U.S. Affiliate shall continue to have reasonable grounds to believe and shall continue to believe that each U.S. Purchaser is a Qualified Institutional Buyer. 11. All offers and sales of Offered Securities made outside the United States to non-U.S. Persons by the Agent, its U.S. Affiliate, their respective Affiliates or any persons acting on their behalf (including any Selling Firms) have been and will be made in Offshore Transactions within the meaning of Regulation S and otherwise in accordance with Rule 903 of Regulation S. 12. Offers to sell and solicitations of offers to buy the Offered Securities in the United States, or to, or for the account or benefit of, a person in the United States or a U.S. Person, have been and will be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable state securities (“Blue Sky”) laws. 13. It acknowledges that until 40 days after the closing of the offering of the Offered Securities, an offer or sale of the Offered Securities within the United States by any dealer (whether or not participating in this Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act. 14. None of such Agent, its affiliates or any person acting on 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 Offered Securities. 15. All purchasers of the Units in the United States shall be informed that the Unit Shares and Warrants comprising the Units and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Units are being offered and sold to such purchasers in reliance upon the exemption from registration afforded by Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws.

Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its respective U.S. Placement AgentAffiliate) severally, but not jointly or jointly and severally, acknowledge that the Common Shares Debentures and Warrants comprising the Units and the Debentures Shares and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers and/or Accredited Investors pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Placement AgentAffiliate) severally, but not jointly or jointly and severally, represents, warrants and covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause its U.S. Placement Agent Affiliate to comply with such representations, warranties and covenants, that: 1. Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers pursuant to an available exemption from registration under the U.S. Securities Act and applicable exemptions under state securities laws, it has offered and sold, and will offer and sell, the Units forming part of its allotment only in an Offshore Transaction in accordance with Rule 903 of Regulation S, or as provided in this Schedule “A”. Accordingly, none of such Agent, its affiliates or any persons acting on its or their behalf, has made or will make (except as permitted in this Schedule “A”): (i) any offer to sell or any solicitation of an offer to buy, any Units to any U.S. Person or person in the United States; (ii) any sale of Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, its affiliates or persons acting on its or their behalf reasonably believed that such purchaser was outside the United States and a non-U.S. Person; or

Representations, Warranties and Covenants of the Agent. The Agent (on its their own behalf and on behalf of its respective their U.S. Placement AgentAffiliates) severally, but not jointly or jointly and severally, acknowledge that the Common Shares and Warrants comprising the Units and the Warrant Shares, Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers Accredited Investors pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on its their own behalf and on behalf of its their U.S. Placement AgentAffiliates) severally, but not jointly or jointly and severally, representsrepresent, warrants warrant and covenants covenant to the Corporation, as of the date hereof and as of the Closing Date, and will cause any U.S. Affiliate to comply with such representations, warranties and covenants, that: 1. The Agent (on its own behalf and on behalf of its U.S. Placement Affiliate) severally, but not jointly or jointly and severally, acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Accredited Investors pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Affiliates) severally, but not jointly or jointly and severally, represent, warrant and covenant to the Corporation, as of the date hereof and as of the Closing Date, and will cause any U.S. Affiliate to comply with such representations, warranties and covenants, that: 1. Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers Accredited Investors pursuant to an available exemption from registration under the U.S. Securities Act and applicable available exemptions under applicable U.S. state securities laws, it has offered and sold, and will offer and sell, the Units Offered Securities forming part of its allotment only in an Offshore Transaction in accordance with Rule 903 of Regulation S, or as provided in this Schedule “A”. S. Accordingly, none of such the Agent, its their affiliates or any persons acting on its or their behalf, has made or will make (except as permitted in this Schedule “A”): (i) any offer to sell or any solicitation of an offer to buy, any Units Offered Securities to any U.S. Person or person in the United States; (ii) any sale of Units Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such the Agent, its their affiliates or persons acting on its or their behalf reasonably believed that such purchaser was outside the United States and a non-U.S. Person; oror (iii) any Directed Selling Efforts in the United States with respect to the Offered Securities. 2. Any offer, sale or solicitation of an offer to buy Offered Securities that has been made or will be made by it or a U.S. Affiliate in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States was or will be made only to persons reasonably believed by it and its U.S. Affiliate to be Accredited Investors purchasing Offered Securities for their own accounts. 0. Xx has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities other than the Agency Agreement. 4. All offers and sales of the Offered Securities in the United States to be completed with the assistance of the Agent will be effected through a U.S. Affiliate as agent for the Corporation, and such U.S. Affiliate is, and shall be on the date of each offer and sale of Offered Securities by it, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each U.S. state in which such offers and sales of Offered Securities were or will be made (unless exempted from the respective state’s broker-dealer registration requirements) and is, and shall be on the date of each offer and sale of Offered Securities by it, a member in good standing with FINRA. All offers and sales of Offered Securities in the United States by it were made and will be made by its U.S. Affiliate in compliance with all applicable United States federal and state broker-dealer requirements and all applicable rules of FINRA. 5. Offers and sales of the Offered Securities by it and its U.S. Affiliate in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person have not been and will not be made (i) by any form of general solicitation or general advertising as used in Rule 502(c) of Regulation D or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. Immediately prior to soliciting offerees in the United States and at the time of completion of each sale to a purchaser in the United States, it, its U.S. Affiliate and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree or purchaser, as applicable, was an Accredited Investor purchasing Offered Securities directly from the Corporation. 7. Prior to the completion of any sale of Offered Securities in the United States to an Accredited Investor, each such Accredited Investor will be required to execute and deliver to the Corporation, the Agent and the U.S. Affiliate, the Accredited Investor Letter. 8. At least one Business Day prior to the time of delivery, it will provide the Corporation and its transfer agent with a list of all purchasers of the Offered Securities in the United States, together with their addresses (including state of residence), the number of Offered Securities purchased and the registration and delivery instructions for the Offered Securities. 9. At the Closing, each Agent (together with its U.S. Affiliate) that participated in the offer or sale of Offered Securities in the United States will provide the Corporation with a certificate, substantially in the form of Appendix 1 to this Schedule “A”, relating to the manner of the offer and sale of the Offered Securities in the United States, or will be deemed to have represented and warranted for the benefit of the Corporation that neither it nor its U.S. Affiliate offered or sold Offered Securities in the United States. 10. None of such Agent, its affiliates or any person acting on 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 Offered Securities. 11. All purchasers of the Offered Securities in the United States shall be informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Offered Securities are being offered and sold to such purchasers pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. 00. Xx of the Closing Date, with respect to Offered Securities offered and sold hereunder in reliance on Rule 506(b) of Regulation D (“Regulation D Securities”), the Agent represents that none of (i) the Agent or its U.S. Affiliate, (ii) the Agent’s or its U.S. Affiliate’s general partners or managing members, (iii) any of the Agent’s or its U.S. Affiliate’s directors, executive officers or other officers participating in the offering of the Regulation D Securities, or (iv) any of the Agent’s or its U.S. Affiliate’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the 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”).

Representations, Warranties and Covenants of the Agent. The Agent represents and warrants to and covenants and agrees with the Company (on its own behalf and on behalf of itself and its respective U.S. Placement Agent) severallyAffiliate), but not jointly or jointly as of the date hereof and severallyas of the Closing Date, acknowledge that: 1. It acknowledges that the Common Shares and Warrants comprising the Units and the Warrant Shares, Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws Securities Laws and may not be offered, offered or sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers pursuant to an available exclusion or exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable U.S. state securities lawsSecurities Laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Placement Agent) severally, but not jointly or jointly and severally, represents, warrants and covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause its U.S. Placement Agent to comply with such representations, warranties and covenants, that: 1. Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers pursuant to an available exemption from registration under the U.S. Securities Act and applicable exemptions under state securities laws, it It has offered and sold, sold and will offer and sell, sell the Units forming part of its allotment Securities only (i) outside the United States in an Offshore Transaction Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of, persons in the United States or U.S. Persons as provided in this Schedule “A”. Accordingly, none of such neither the Agent, its affiliates or nor the U.S. Affiliate, nor any persons acting on its or any of their behalf: (i) have engaged or will engage in any Directed Selling Efforts; or (ii) except as permitted by this Schedule “A”, has have made or will make (except as permitted in this Schedule “A”): (ix) any offer offers to sell Securities to, or any solicitation of an offer to buyfor the account or benefit of, any Units to any U.S. Person or person persons in the United States; States or U.S. Persons or (iiy) any sale of Units to any purchaser unless, unless at the time the purchaser made its buy order was or will have been originatedtherefor, the purchaser was outside the United States, or such Agent, its affiliates the U.S. Affiliate or persons other person acting on its or any of their behalf reasonably believed that such purchaser Purchaser was outside the United States and not a non-U.S. Person or acting for the account or benefit of a person in the United States or a U.S. Person. 2. It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Units, except with the U.S. Affiliate or with the prior written consent of the Company. 3. It shall require the U.S. Affiliate and any other person permitted to participate with the consent of the Company to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that the U.S. Affiliate and any such other person complies with, the provisions of this Schedule “A” as if such provisions applied to such U.S. Affiliate. 4. All offers and sales of the Units to U.S. Purchasers will be effected by the U.S. Affiliate in accordance with all applicable U.S. federal and state broker-dealer requirements. Such U.S. Affiliate is, and will be on the date of each offer or sale of Units in the United States, 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. 5. Any offer, sale or solicitation of an offer to buy Units that has been made or will be made to Purchasers, was or will be made only to (i) Qualified Institutional Buyers in transactions that are exempt from the registration requirements of the U.S. Securities Act pursuant to Section 4(a)(2) of the U.S. Securities Act and all applicable state Securities Laws, and (ii) persons outside the United States in Offshore Transactions that are excluded from registration pursuant to Rule 903 of Regulation S. 6. Offers and sales of Units to U.S. Purchasers have not been and shall not be made by any form of 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 Closing Date, it shall provide the Company’s transfer agent with a list of all U.S. Purchasers of the Units, together with their addresses (including state of residence), the number of Units purchased and the registration and delivery instructions for the Notes and Warrants. 8. Prior to any sale of Units to U.S. Purchasers, it shall cause each U.S. Purchaser to execute and deliver to the Company, the Agent and the U.S. Affiliate, Exhibit A to the final U.S. private placement memorandum, in the form approved by the Company. 9. All U.S. Purchasers of the Units 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 U.S. Purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) thereof and similar exemptions under applicable U.S. state securities laws. 10. Neither it nor any person acting on its behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this Offering. 11. At Closing, the Agent, together with the 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 Units to U.S. Purchasers, or will be deemed to have represented that they did not offer or sell Units to U.S. Purchasers. In connection with the private placement in the United States of the Units of Trulieve Cannabis Corp. (the “Company”) pursuant to the agency agreement dated effective among the Company and the Agent named therein (the “Agency Agreement”), each of the undersigned does hereby certify in favour of 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 was made by it in the United States, and all offers and sales of the Units in the United States 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 to any U.S. Purchaser, we had reasonable grounds to believe and did believe that the U.S. Purchaser was a Qualified Institutional Buyer, and, on the date hereof, we continue to believe that each such U.S. Purchaser purchasing Units is a Qualified Institutional Buyer; (c) no form of General Solicitation or General Advertising was used by us, including, but not limited to, 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 Units to U.S. Purchasers; (d) neither we nor the U.S. Affiliate have taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act; orand (e) the offering of the Units 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 (on its their own behalf and on behalf of its respective their U.S. Placement AgentAffiliates) severally, but not jointly or jointly and severally, acknowledge that the Common Shares and Warrants comprising the Units and the Warrant Shares, Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers Accredited Investors pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on its their own behalf and on behalf of its their U.S. Placement AgentAffiliates) severally, but not jointly or jointly and severally, representsrepresent, warrants warrant and covenants covenant to the Corporation, as of the date hereof and as of the Closing Date, and will cause any U.S. Affiliate to comply with such representations, warranties and covenants, that: 1. The Agent (on its own behalf and on behalf of its U.S. Placement Affiliate) severally, but not jointly or jointly and severally, acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Accredited Investors pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Affiliates) severally, but not jointly or jointly and severally, represent, warrant and covenant to the Corporation, as of the date hereof and as of the Closing Date, and will cause any U.S. Affiliate to comply with such representations, warranties and covenants, that: 1. Except with respect to offers and sales in accordance with this Schedule “"A” " to Qualified Institutional Buyers Accredited Investors pursuant to an available exemption from registration under the U.S. Securities Act and applicable available exemptions under applicable U.S. state securities laws, it has offered and sold, and will offer and sell, the Units Offered Securities forming part of its allotment only in an Offshore Transaction in accordance with Rule 903 of Regulation S, or as provided in this Schedule “A”. S. Accordingly, none of such the Agent, its their affiliates or any persons acting on its or their behalf, has made or will make (except as permitted in this Schedule “"A”"): (i) any offer to sell or any solicitation of an offer to buy, any Units Offered Securities to any U.S. Person or person in the United States; (ii) any sale of Units Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such the Agent, its their affiliates or persons acting on its or their behalf reasonably believed that such purchaser was outside the United States and a non-U.S. Person; oror (iii) any Directed Selling Efforts in the United States with respect to the Offered Securities. 2. Any offer, sale or solicitation of an offer to buy Offered Securities that has been made or will be made by it or a U.S. Affiliate in the United States or to, or for the account or benefit of, U.S. Persons or persons in the United States was or will be made only to persons reasonably believed by it and its U.S. Affiliate to be Accredited Investors purchasing Offered Securities for their own accounts. 3. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities other than the Agency Agreement. 4. All offers and sales of the Offered Securities in the United States to be completed with the assistance of the Agent will be effected through a U.S. Affiliate as agent for the Corporation, and such U.S. Affiliate is, and shall be on the date of each offer and sale of Offered Securities by it, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the securities laws of each U.S. state in which such offers and sales of Offered Securities were or will be made (unless exempted from the respective state's broker-dealer registration requirements) and is, and shall be on the date of each offer and sale of Offered Securities by it, a member in good standing with FINRA. All offers and sales of Offered Securities in the United States by it were made and will be made by its U.S. Affiliate in compliance with all applicable United States federal and state broker-dealer requirements and all applicable rules of FINRA. 5. Offers and sales of the Offered Securities by it and its U.S. Affiliate in the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person have not been and will not be made (i) by any form of general solicitation or general advertising as used in Rule 502(c) of Regulation D or (ii) in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. Immediately prior to soliciting offerees in the United States and at the time of completion of each sale to a purchaser in the United States, it, its U.S. Affiliate and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree or purchaser, as applicable, was an Accredited Investor purchasing Offered Securities directly from the Corporation. 7. Prior to the completion of any sale of Offered Securities in the United States to an Accredited Investor, each such Accredited Investor will be required to execute and deliver to the Corporation, the Agent and the U.S. Affiliate, the Accredited Investor Letter. 8. At least one Business Day prior to the time of delivery, it will provide the Corporation and its transfer agent with a list of all purchasers of the Offered Securities in the United States, together with their addresses (including state of residence), the number of Offered Securities purchased and the registration and delivery instructions for the Offered Securities. 9. At the Closing, each Agent (together with its U.S. Affiliate) that participated in the offer or sale of Offered Securities in the United States will provide the Corporation with a certificate, substantially in the form of Appendix 1 to this Schedule "A", relating to the manner of the offer and sale of the Offered Securities in the United States, or will be deemed to have represented and warranted for the benefit of the Corporation that neither it nor its U.S. Affiliate offered or sold Offered Securities in the United States. 10. None of such Agent, its affiliates or any person acting on 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 Offered Securities. 11. All purchasers of the Offered Securities in the United States shall be informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and the Offered Securities are being offered and sold to such purchasers pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable U.S. state securities laws. 12. As of the Closing Date, with respect to Offered Securities offered and sold hereunder in reliance on Rule 506(b) of Regulation D ("Regulation D Securities"), the Agent represents that none of (i) the Agent or its U.S. Affiliate, (ii) the Agent's or its U.S. Affiliate's general partners or managing members, (iii) any of the Agent's or its U.S. Affiliate's directors, executive officers or other officers participating in the offering of the Regulation D Securities, or (iv) any of the Agent's or its U.S. Affiliate's general partners' or managing members' directors, executive officers or other officers participating in the offering of the 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").

Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its respective U.S. Placement Agent) severally, but not jointly or jointly and severally, Agents acknowledge that the Common Shares and Special Warrants comprising the Units and the Warrant Shares, Underlying Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or not be offered, sold or delivered, directly or indirectly, subject to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities lawsAct. Accordingly, each of the Agent (on its own behalf and on behalf of its U.S. Placement Agent) severally, but not jointly or jointly and severally, Agents represents, warrants and covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause its U.S. Placement Agent to comply with such representations, warranties and covenants, Company that: 1. Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers pursuant to an available exemption from registration under the U.S. Securities Act and applicable exemptions under state securities laws, (i) it has not offered and sold, and will not offer and sell, the Units forming part of its allotment only any Special Warrants except (A) in an Offshore Transaction offshore transaction in accordance with Rule 903 of Regulation S, S or (B) within the United States as provided in this Schedule “A”subparagraphs (ii) through (viii) below. Accordingly, none of such Agentneither the Agents, its their affiliates or nor any persons acting on its or their behalf, has made or will make (except as permitted in this Schedule “A”): subparagraphs (iii) through (viii) below) (a) any offer to sell or any solicitation of an offer to buy, any Units Special Warrants to any U.S. Person or any person in the United States; , (iib) any sale of Units Special Warrants to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, its affiliates affiliate or persons person acting on its or their behalf of either reasonably believed that such purchaser was outside the United States, or (c) any Directed Selling Efforts in the United States with respect to the Special Warrants. Terms used in this subparagraph have the meanings given to them by Regulation S; (ii) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Special Warrants, except with its affiliates, any selling group members or with the prior written consent of the Company. It shall require each selling group member to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this paragraph 20 as apply to such Agent as if such provisions applied to such selling group member; (iii) all offers and sales of Special Warrants in the United States shall be made through the Agents' U.S. registered broker-dealer affiliates in compliance with all applicable U.S. broker-dealer requirements; (iv) offers and sales of Special Warrants in the United States shall not be made (A) by any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or (B) in any manner involving a nonpublic offering within the meaning of Section 4(2) of the U.S. Securities Act; (v) any offer, sale or solicitation of an offer to buy Special Warrants that has been made or will be made in the United States was or will be made only to Accredited Investors that are exempt, or in transactions that are exempt, from registration under applicable state securities laws; (vi) the Agents, acting through their U.S. broker-dealer affiliates, may offer the Special Warrants in the United States only to offerees with respect to which such Agents have a pre-existing relationship and have reasonable grounds to believe are Accredited Investors; (vii) prior to completion of any sale of Special Warrants pursuant to this Section 20, each U.S. Personpurchaser will be required to execute a Subscription Agreement for U.S. Purchasers and an Investors' Questionnaire in the form attached hereto as Schedule "C"; (viii) at least one business day prior to the Closing Time, it will provide the Warrant Agent with a list of all purchasers of the Special Warrants in the United States; orand (ix) at Closing, the Agents together with their U.S. affiliates selling Special Warrants in the United States, will provide a certificate, substantially in the form of Schedule "B" hereto, relating to the manner of the offer and sale of the Special Warrants in the United States.

Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its respective U.S. Placement Agent) severally, but not jointly or jointly and severally, acknowledge that the Common Shares and Warrants comprising the Units and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, sold or delivered, directly or indirectly, to any U.S. Person or any person within the United States, except to Qualified Institutional Buyers pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Placement Agent) severally, but not jointly or jointly and severally, hereby represents, warrants and covenants to the Corporation, as of and acknowledges that the date hereof and as of the Closing Date, and will cause its U.S. Placement Agent to comply with Corporation is relying upon such representations, warranties and covenants, that: 1. Except (i) it will not, and will require any Selling Firm to agree not to, offer or sell any Units to a U.S. Purchaser or any Person acting or acquiring the Units on behalf of any U.S. Purchaser; (ii) it will not, and will require any Selling Firm to agree not to, accept any subscriptions from a Person who, either directly or on behalf of any other Person, at the time the buy order for the Units was originated, was in the United States, or accept any Subscription Agreement executed or delivered in the United States; (iii) it will not, and will require any Selling Firm to agree not to, engage in any directed selling efforts (as that term is defined by Regulation S) in the United States, which would include any activity (such as placing an advertisement in a publication with general circulation in the United States that refers to the Units) undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Units; (iv) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to evade the registration requirements of the U.S. Securities Act; (v) it will not, and will require any Selling firm to agree not to, make any sales of any Units otherwise than pursuant to the provisions of the Subscription Agreements; (vi) it will, and will require any Selling Firm to agree to, conduct its activities in connection with the proposed Offering in compliance with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which they offer Units; (vii) it will not, and will require any Selling Firm to agree not to, engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or by means of the Internet or otherwise or conduct any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising; (viii) it will not, and will require any Selling Firm to agree not to, directly or indirectly, offer, sell, solicit offers to purchase or sell the Units so as to require the filing of a prospectus, registration statement or offering memorandum or similar document with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501 – “Definitions”) or a statutory right of action under the laws of any jurisdiction; (ix) it will not, and will require any Selling Firm to offers and sales agree not to, solicit subscriptions for Units except in accordance with the terms and conditions of this Schedule “A” Agreement; (x) it will use commercially reasonable efforts to Qualified Institutional Buyers pursuant to an available exemption obtain a duly completed and executed Subscription Agreement from registration each Purchaser along with all other applicable forms, reports, undertakings and/or documentation required under applicable Securities Laws; (xi) it is a valid and subsisting corporation under the laws of the jurisdiction in which it was incorporated; (xii) it will be acquiring the Compensation Options (and Units, if any) as principal for its own account; and (xiii) it is not a U.S. Securities Act Person, did not receive the offer to purchase the Compensation Options (and applicable exemptions under state securities lawsUnits, it has offered if any) in the United States, did not execute this Agreement and sold, did not and will offer not receive the Compensation Options (and sellUnits, if any) in the Units forming part United States and is not acquiring the Compensation Options (and Units, if any) for the account or benefit of its allotment only in an Offshore Transaction in accordance with Rule 903 of Regulation S, or as provided in this Schedule “A”. Accordingly, none of such Agent, its affiliates or any persons acting on its or their behalf, has made or will make (except as permitted in this Schedule “A”): (i) any offer to sell or any solicitation of an offer to buy, any Units to any a U.S. Person or person in the United States; (ii) any sale of Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, its affiliates or persons acting on its or their behalf reasonably believed that such purchaser was outside the United States and a non-U.S. Person; or.

Representations, Warranties and Covenants of the Agent. The Agent (on its own behalf and on behalf of its respective U.S. Placement Agent) severally, but not jointly or jointly and severally, acknowledge acknowledges that the Common Shares and Unit Shares, the Warrants comprising the Units and the Warrant Shares, Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered, offered or sold or delivered, directly or indirectly, to any U.S. Person or any person within in the United States, States except to Qualified Institutional Buyers pursuant to an available exemption from the registration requirements of the U.S. Securities Act and similar exemptions under applicable state securities laws. Accordingly, the Agent (on its own behalf and on behalf of its U.S. Placement Agent) severallyAffiliate), severally but not jointly or jointly and severallyjointly, represents, warrants and covenants to the Corporation, as of the date hereof and as of the Closing Date, and will cause its U.S. Placement Agent to comply with such representations, warranties and covenants, Company that: 1. Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers pursuant to an available exemption from registration under the U.S. Securities Act and applicable exemptions under state securities laws, it has offered and sold, and (a) The Agent will offer and sell, the sell Units forming part only (a) in "offshore transactions" (as defined in Rule 902(h) of its allotment only in an Offshore Transaction Regulation S) in accordance with Rule 903 of Regulation SS or (b) in the United States in accordance with Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder, or as provided in this Schedule “A”paragraphs (b) through (o) below. Accordingly, none of such neither the Agent, its affiliates or U.S. Affiliate nor any persons acting on its their behalf has engaged or their behalfwill engage in, has made or will make or has facilitated or will facilitate the making of (except as permitted in this Schedule “A”): paragraphs (b) through (o) below) (i) any offer to sell or any solicitation of an offer to buy, any Units to any U.S. Person or person in the United States; or (ii) any sale of Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Agent, its affiliates U.S. Affiliate or persons person acting on its or their behalf of either reasonably believed that such purchaser was outside the United States. Neither the Agent, its U.S. Affiliates nor any person acting on their behalf has engaged or will engage in any Directed Selling Efforts or General Solicitation or General Advertising in the United States with respect to the Units or any violation of Regulation M under the U.S. Exchange Act in connection with the Offering. (b) Neither the Agent, its U.S. Affiliate nor any person acting on its behalf (other than the Company, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take any action that would cause the exemptions afforded by Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of Units in the United States in accordance with this Schedule D, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Units outside the United States in accordance with the Agency Agreement. (c) All offers and sales of the Units in the United States will be effected by or through the U.S. Affiliate of the Agent, which is duly registered with the SEC under Section 15(b) of the U.S. Exchange Act and under the laws of each applicable state of the United States (unless exempted from the respective state’s broker-dealer registration requirements) and a member of, and in good standing with, FINRA, and will be effected in compliance with all applicable U.S. federal and state laws and regulations governing the registration and conduct of broker-dealers. (d) Any offer, sale or solicitation of an offer to buy Units that has been made or will be made in the United States by the U.S. Affiliate was or will be made only to persons it reasonably believes to be Qualified Institutional Buyers and/or Accredited Investors. (e) Immediately prior to soliciting such offerees, the Agent, its U.S. Affiliate and any person acting on its or their behalf had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer or Accredited Investor that is acquiring the Units (i) for its own account or (ii) for the account of a Qualified Institutional Buyer or Accredited Investor with respect to which it exercises sole investment discretion. (f) At closing, it, together with its U.S. Affiliate selling Units in the United States, will provide a certificate, substantially in the form of Exhibit A to this Schedule D relating to the manner of the offer and sale of the Units in the United States, or will be deemed to have represented that neither it nor its U.S. Affiliate nor anyone acting on its or their behalf offered or sold Units in the United States, and on or before closing, the Agent or its U.S. Affiliate will obtain an executed Purchaser Letter, in the form set out in Exhibit I to the Final U.S. Private Placement Memorandum, from each Qualified Institutional Buyer or Accredited Investor in the United States who agrees to purchase Units and deliver a copy of same to the Company. (g) The Agent shall inform (and shall cause its U.S. Affiliate to inform) any or all purchasers to whom its U.S. Affiliate sells Units in the United States that such securities have not been and will not be registered under the U.S. Securities Act and are being sold to such purchasers in reliance on the exemption from registration under the U.S. Securities Act provided by Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder and in reliance upon exemptions from applicable state securities laws and that the Unit Shares, Warrants and Warrant Shares are "restricted securities" and may not be sold or transferred except pursuant to a registration statement or an available exemption from registration. (h) The Agent shall cause its U.S. Affiliate to deliver a copy of the Final U.S. Private Placement Memorandum, which shall include the Preliminary Prospectus, Final Prospectus and any Supplementary Material, as the case may be, to each of its offerees in the United States a reasonable amount of time prior to confirming the sale to such offerees of Units. The Agent has not used and will not use any written material relating to the offering of Units in the United States except for the Final U.S. Private Placement Memorandum, the Preliminary Prospectus, Final Prospectus, any Supplementary Material, the Company marketing materials and the Purchaser Letter. (i) Offers to sell and solicitations of offers to buy the Units in the United States shall be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable state securities ("Blue Sky") laws. (j) It acknowledges that until 40 days after the closing of the offering of the Units, an offer or sale of the Unit Shares, Warrants or Warrant Shares within the United States by any dealer (whether or not participating in this offering) may violate the registration requirement of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirement of the U.S. Securities Act. (k) It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Units, except with its U.S. Affiliate and selling group members or with the prior written consent of the Company. The Agent shall cause its U.S. Affiliate and selling group members who may offer to sell Units to agree in writing, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that each selling group member and its U.S. Affiliate complies with, the same provisions of this Schedule D as if such provisions applied to such selling group members or its U.S. Affiliate. (l) At least one Business Day prior to the Closing Date, the Agent shall provide the Company with a list of all purchasers of Units in the United States and all purchasers who were offered Units in the United States. Prior to the Closing Date, it will provide the Company with copies of all Purchaser Letters. (m) The Agent represents and warrants that neither it, nor its U.S. Affiliates or any of its other affiliates, if any, receiving any part of the Agent’s Fee, nor any of its, the U.S. Affiliate’s or any of its other affiliates’ directors, executive officers, general partners, managing members or other officers participating in the offering of the Units (each, a non-U.S. "Dealer Covered Person; " and, together, "Dealer Covered Persons"), is subject to any Disqualification Event except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. (n) It represents that it is not aware of any person (other than any Issuer Covered Person or 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 Units. 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. (o) It will notify the Company, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company in accordance with Section (n), and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.