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

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

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

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