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

Representations, Warranties and Covenants of the Agent. (a) The Agent hereby represents and warrants to the Corporation that: (i) it is, and will remain so, until the completion of the Offering, appropriately registered under Applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and (ii) it 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. (b) The Agent hereby covenants and agrees with the Corporation, the following: (i) The Agent will comply with applicable Securities Laws in connection with the offer and sale and distribution of the Offered Securities. (ii) The Agent will not directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver any Offering Document to purchasers so as to require registration of the Offered Securities or filing of a prospectus or registration statement with respect to those Offered Securities under the laws of any jurisdiction other than the Applicable Canadian Offering Jurisdictions, including, without limitation, the United States. Any offer or sales of Offered Securities (including any unsold allotment of Offered Securities) to, or for the account or benefit of, U.S. Persons or persons in the United States will be made in accordance with the terms and conditions set out in this Agreement. The terms and conditions and the representations and warranties and covenants of the parties contained in Schedule “A” form part of this Agreement. (iii) The Agent will use its commercially reasonable efforts to complete the distribution of the Offered Securities as promptly as possible after the Closing Time. The Agent will notify the Corporation when, in the Agent’s opinion, the Agent has ceased the distribution of the Offered Securities, and, within 30 calendar days after completion of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Offered Securities sold (i) in each of the Applicable Canadian Offering Jurisdictions, and (ii) in any other Designated Jurisdictions.

Representations, Warranties and Covenants of the Agent. (a) The Agent hereby represents represents, warrants and warrants covenants to the Corporation and hereby acknowledge that the Corporation is relying on such representations, warranties and covenants in entering into this Agreement, that: (i) it is4.1 During the course of this Offering, the Agent will offer the Units for sale to the public only in those jurisdictions where they may be lawfully offered for sale or sold and will remain so, until only at the completion price per share set forth on the cover page of the OfferingProspectus. Each agreement of the Agent establishing a banking, appropriately registered under Applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and (ii) it has good and sufficient right and authority to enter into this Agreement and complete selling or other group in respect of the transactions contemplated under this Agreement on distribution of the terms and conditions set forth hereinShares shall contain a similar covenant by each selling firm. (b) The Agent hereby covenants and agrees with the Corporation, the following: (i) 4.2 The Agent will comply with applicable Securities Laws distribute the Units in connection a manner which complies in all material respects with the offer and sale and distribution Securities Laws, on the basis of the Offered Preliminary Prospectus, the Prospectus or any other document solely derived therefrom. All offers of Units made in the United States will be effected through Canaccord Capital Corporation (USA) Inc. (the “U.S. Agent”), for the Agent, pursuant to the exemptions from the registration requirements of the United States Securities: Act of 1933, as amended, all in accordance with Schedule “B” hereto. (ii) 4.3 The Agent will not directly or indirectly, solicit offers to purchase or sell the Offered Securities or deliver any Offering Document to purchasers Shares so as to require registration of the Offered Securities thereof or filing of a prospectus or registration statement with respect to those Offered Securities thereto under the laws of any jurisdiction other than the Applicable Canadian Offering Qualifying Jurisdictions, including, without limitation, the United States. Any offer or sales States of Offered Securities (including any unsold allotment of Offered Securities) toAmerica, or for the account or benefit of, U.S. Persons or persons in the United States will be made other than in accordance with the terms and conditions set out in this Agreement. The terms and conditions and the representations and warranties and covenants of the parties contained in Schedule “AB” form part of this Agreementand will require each selling firm to agree with the Agent not to so solicit or sell. (iii) 4.4 The Agent will use its commercially reasonable efforts to complete advise the Corporation by written notice of the date of termination of the period of distribution of the Offered Securities as promptly as possible Units forthwith after the Closing Time. The Agent will notify the Corporation when, in the Agent’s opinion, the Agent has ceased the distribution termination and of the Offered Securities, and, within 30 calendar days after completion amount of the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Offered Securities Units sold (i) in each of the Applicable Canadian Offering Jurisdictions, and (ii) Qualifying Jurisdictions in which a filing fee for a prospectus is based on the proceeds realized in any other Designated Jurisdictionssuch jurisdiction.

Representations, Warranties and Covenants of the Agent. (a) 4.1 The Agent hereby represents and warrants to the Corporation, and acknowledges that the Corporation is relying upon such representations and warranties in entering into this Agreement, that: (ia) it is, the Agent has all requisite power and will remain so, until the completion of the Offering, appropriately registered under Applicable Canadian Securities Laws so as to permit it to lawfully fulfill its obligations hereunder; and (ii) it has authority and good and sufficient right and authority to enter into into, deliver and carry out their obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein.; (b) The the Agent hereby covenants and agrees with the Corporation, the following: (i) The Agent its respective agents and representatives have complied and will comply with applicable all Applicable Securities Laws in connection with the offer and sale and distribution of the Offered Securities.Units, the Common Shares and the Warrants; (iic) The the Agent will not directly or indirectly, solicit offers to purchase or sell is appropriately registered under the Offered Applicable Securities or deliver any Offering Document to purchasers Laws so as to require permit it to lawfully fulfill their obligations hereunder, including the sale of the Units, the Common Shares and the Warrants; (d) the Agent has not and will not make any representations or warranties with regard to the Corporation or its securities, which are not otherwise publicly disclosed; (e) the Agent is an "accredited investor" as such term is defined in National Instrument 45 106 entitled Prospectus and Registration Exemptions, by virtue of being a partnership or corporation registered under the securities legislation of a province of Canada as a "dealer" (as such term is defined under such legislation) and not being a partnership or corporation registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); and (f) the Agent will be acquiring Agent's Compensation Options as principal for its own account and not with a view to the distribution of such securities or any of the securities underlying such securities. 4.2 The Agent hereby covenants with the Corporation that: (a) all solicitation, offering and other selling efforts carried out by the Agent in connection with the Offering have been made and will be made solely in the Qualifying Jurisdictions, and all purchases of the Units, the Common Shares and the Warrants have been made and will be made, in compliance with Applicable Securities Laws and in a manner such that no prospectus, offering memorandum or other disclosure document need be prepared and filed or delivered by the Corporation in connection with the Offering, no registration of any of the Offered Securities or filing of a prospectus or registration statement with respect to those Offered Securities issued and outstanding Common Shares is required under the laws of any jurisdiction other than the Applicable Canadian Offering Jurisdictions, including, without limitation, the United States. Any offer or sales of Offered Securities (including any unsold allotment of Offered Securities) to, or for such that the account Corporation is not made subject to a new continuous disclosure or benefit of, U.S. Persons other reporting requirement; (b) no delivery has been or persons in the United States will be made in accordance by the Agent to any prospective purchaser or Purchaser of any document which, individually or together with the terms and conditions set out in this Agreement. The terms and conditions and the representations and warranties and covenants of the parties contained in Schedule “A” form part of this Agreement.any other document, would constitute an offering memorandum under Applicable Securities Laws; (iiic) The Agent will use its commercially reasonable efforts to complete unless the distribution of the Offered Securities as promptly as possible after the Closing Time. The Agent will notify the Corporation when, in the Agent’s opinionPurchasers have completed a Minimum Amount Investment Certificate or a Foreign Purchaser's Certificate, the Agent has ceased will only offer and sell the distribution Units, the Common Shares and the Warrants to Purchasers whom they have reasonable belief to be Accredited Investors; and (d) all information not currently in the public domain provided by the Corporation or its representatives or advisors to the Agent or to any representative or advisor of any of the Offered Securities, and, within 30 calendar days after completion of Agent shall be kept confidential by the distribution, will provide the Corporation, in writing, with a breakdown of the total proceeds realized or number of Offered Securities sold (i) in each of the Applicable Canadian Offering Jurisdictions, Agent and (ii) in any other Designated Jurisdictionsits representatives and advisors.