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

Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the Corporation, and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that: (a) the Agents are, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfill their obligations hereunder; (b) the Agents have 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 and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent in accordance with its terms; (c) the Agents will use their “best efforts” to arrange for Purchasers in the Offering Jurisdictions; (d) the Agents have offered to sell, and will offer and sell, Units (other than the Agents Units) only to Persons who are “accredited investors” (as defined under Securities Laws), or to Persons otherwise exempt from the prospectus requirements of Securities Laws in the Offering Jurisdictions and other jurisdictions by virtue of the “minimum amount investment” or “investment dealer exemption”, as applicable; (e) the Agents have complied and will comply, and shall require any investment dealer or broker with which the Agents have a contractual relationship in respect of the sale of the Units (other than the Agents Units) (each a “Selling Firm”) to comply, with all applicable Securities Laws in connection with the offer and sale of the Units (other than the Agents Units), and shall offer the Units (other than the Agents Units) for sale to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agents have offered and will offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units (other than the Agents Units) only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use its reasonable commercial efforts to‌ ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agents hereunder; (f) the Agents shall, and shall require any Selling Firm to agree to, offer the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Units and will not, directly or indirectly, offer, sell or deliver any Units to any person in any jurisdiction other than the Offering Jurisdictions; (g) the Agents and their representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising; (h) other than the Corporate Presentation and the Subscription Agreement and any other documents previously approved by the Corporation in writing for distribution to prospective Purchasers, the Agents have not and will not: (i) provide prospective Purchasers with any other document; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or offering memorandum or other continuous disclosure filings; (i) the Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser in the Offering as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all applicable Securities Laws in connection with the sale of the Units (other than the Agents Units) to the Purchasers; (j) The Agents will obtain from each Purchaser in the Offering and deliver to the Corporation at least 48 hours in advance of the Closing Time, a properly completed and duly executed Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation; (k) the Agents will use their commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws and as required by the Exchange for the purchase and sale of the Units (other than the Agents Units) from each Purchaser; and (l) the Agents have not made, and will not make, any representations or warranties about the Corporation and/or the Securities except as previously approved by the Corporation for distribution to prospective Purchasers.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby representseverally and not jointly nor jointly and severally represents, warrant warrants and covenant covenants to the CorporationCompany, as of the date hereof and acknowledge as of the Closing Time, intending that the Corporation is relying same may be relied upon such representations, warranties and covenants, by the Company that: (a) it is a valid and subsisting corporation under the Agents are, and will remain so, until the completion law of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfill their obligations hereunder; (b) the Agents have jurisdiction in which it was incorporated and has good and sufficient right power and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent in accordance with its termsherein; (cb) the Agents will use their “commercially reasonable best efforts” efforts to arrange for Purchasers in Canada, the Offering JurisdictionsUnited States and other jurisdictions; (dc) the Agents have offered to sell, and will offer and sell, Units (other than the Agents Units) Subscription Receipts only to Persons who are “accredited investors” (as defined under Canadian Securities Laws), or to Persons otherwise exempt from the prospectus and/or registration requirements of Applicable Securities Laws in Canada, the Offering Jurisdictions United States and other jurisdictions by virtue of the “minimum amount investment” or “investment dealer exemption”, as applicablejurisdictions; (ed) the Agents and the U.S. Affiliates have complied and will comply, and shall require any investment dealer or broker broker, other than the Agents or the U.S. Affiliates, with which the Agents or the U.S. Affiliates have a contractual relationship in respect of the sale of the Units (other than the Agents Units) Subscription Receipts (each a “Selling Firm”) to comply, with all applicable Applicable Securities Laws in connection with the offer and sale of the Units (other than the Agents Units)Subscription Receipts, and shall offer the Units (other than the Agents Units) Subscription Receipts for sale to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement, including Schedule H hereto. The Agents and the U.S. Affiliates have offered and will offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units (other than the Agents Units) Subscription Receipts only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use its their reasonable commercial efforts to‌ to ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agents hereunder; (f) the Agents shall, and shall require any Selling Firm to agree to, offer the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Units and will not, directly or indirectly, offer, sell or deliver any Units to any person in any jurisdiction other than the Offering Jurisdictions; (ge) the Agents and their representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units Subscription Receipts whose attendees have been invited by any general solicitation or general advertising; (hf) other than the Corporate Presentation and the Subscription Agreement and any other documents previously approved by the Corporation in writing Company for distribution to prospective Purchasers, including the term sheet in respect of the Offering, the Agents have not and will not: (iA) provide prospective Purchasers with any other document; or (iiB) solicit offers to purchase or sell the Units Subscription Receipts so as to require the filing of a prospectus or offering memorandum registration statement with respect thereto or other continuous disclosure filingsthe provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501) or a statutory right of action under the laws of any jurisdiction, including the United States; (i) the Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser in the Offering as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all applicable Securities Laws in connection with the sale of the Units (other than the Agents Units) to the Purchasers; (j) The Agents will obtain from each Purchaser in the Offering and deliver to the Corporation at least 48 hours in advance of the Closing Time, a properly completed and duly executed Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation; (kg) the Agents will use their commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws and as required by the Exchange for the purchase and sale of the Units (other than the Agents Units) Subscription Receipts from each Purchaser; and; (lh) the Agents have not made, and will not make, any representations or warranties about the Corporation Company and/or the Securities Subscription Receipts, the Wind Shares or the Mira Listed Shares, except as set out in the Presentation and any other documents previously approved by the Corporation Company for distribution to prospective Purchasers; (i) it is a broker or dealer properly registered under the Applicable Securities Laws where the nature of its business requires such registration and it is an “accredited investor” as such term is defined under National Instrument 45-106 – Prospectus and Registration Exemptions by virtue of being registered under the applicable Canadian Securities Laws of a jurisdiction of Canada as an advisor or dealer (other than an exempt market dealer); (j) it (i) is not a U.S. Person, (ii) did not receive the offer to acquire the Compensation Options in the United States, (iii) did not execute this Agreement and did not and will not receive any such Compensation Options in the United States, and (iv) is not acquiring the Compensation Options for the account or benefit of a U.S. Person or a person in the United States; (k) it will be acquiring the Compensation Options as principal for its own account and not for the benefit of any other person; and (l) its representations and warranties in this section are true and correct and will remain so as of the Closing Date. The obligations of the Agents under this Section 6 are several and not joint or joint and several. No Agent will be liable for any act, omission, default or conduct by any other Agent or any Selling Firm appointed by any other Agent.

Representations, Warranties and Covenants of the Agents. The Each of the Agents hereby representseverally and not jointly or jointly and severally represents, warrant warrants and covenant covenants to the Corporation, and acknowledge acknowledges that the Corporation is relying upon such representations, representations and warranties in connection with the completion of the Offering and covenantsthe Unit Offering, that: (ai) the Agents areeach Agent is duly incorporated and is in good standing in its jurisdiction of incorporation, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfill their obligations hereunder; (b) the Agents have good and sufficient right has all requisite corporate power and authority to enter into this Agreement and complete the transactions contemplated carry out its obligations under this Agreement on the terms Agreement, and conditions set forth herein is duly licensed and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent registered in accordance with its termsapplicable Securities Laws; (cii) in respect of the Agents will use their “best efforts” to arrange for Purchasers in the Offering Jurisdictions; (d) the Agents have offered to sell, and will offer and sell, Units (other than the Agents Units) only to Persons who are “accredited investors” (as defined under Securities Laws), or to Persons otherwise exempt from the prospectus requirements of Securities Laws in the Offering Jurisdictions and other jurisdictions by virtue sale of the “minimum amount investment” or “investment dealer exemption”Offered Securities, as applicable; (e) the Agents have complied and will complycomply with all Securities Laws and all applicable laws of the jurisdictions outside Canada in which it offers the Offered Securities; (iii) the Agents, and shall require any investment dealer each person appointed by them as their agent to assist in the Offering or broker with which the Agents have a contractual relationship in respect Unit Offering, is registered under the applicable securities laws of the sale of the Units (other than the Agents Units) (each a “Selling Firm”) Designated Jurisdictions so as to comply, with all applicable Securities Laws in connection with the offer and sale of the Units (other than the Agents Units), and shall offer the Units (other than the Agents Units) for sale permit it to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agents have offered and will offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units (other than the Agents Units) only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use fulfil its reasonable commercial efforts to‌ ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agents hereunder; (f) the Agents shall, and shall require any Selling Firm to agree to, offer the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Units and will not, directly or indirectly, offer, sell or deliver any Units to any person in any jurisdiction other than the Offering Jurisdictions; (giv) the Agents and their respective representatives (including any Selling Firms) have not directed offers of the Offered Securities into the United States or to U.S. Persons, and have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation Directed Selling Efforts, General Solicitation or general advertising 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, television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertisingOffered Securities; (h) other than the Corporate Presentation and the Subscription Agreement and any other documents previously approved by the Corporation in writing for distribution to prospective Purchasers, the Agents have not and will not: (i) provide prospective Purchasers with any other document; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or offering memorandum or other continuous disclosure filings; (i) the Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser in the Offering as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all applicable Securities Laws in connection with the sale of the Units (other than the Agents Units) to the Purchasers; (j) The Agents will obtain from each Purchaser in the Offering and deliver to the Corporation at least 48 hours in advance of the Closing Time, a properly completed and duly executed Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation; (kv) the Agents will use their commercially reasonable best efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws and as required by the Exchange for the purchase and sale of the Units (other than the Agents Units) from each Purchaser; and (lvi) each Agent represents and warrants that it is not a U.S. Person (as that term is defined in Regulation S promulgated under the Agents have U.S. Securities Act), was not madeoffered the Compensation Options within the United States, that this Agreement was not executed on its behalf within the United States and will that such Compensation Options may not make, any representations be exercised within the United States absent registration under the U.S. Securities Act or warranties about the Corporation and/or the Securities except as previously approved by the Corporation for distribution to prospective Purchasersan exemption from such registration.

Representations, Warranties and Covenants of the Agents. The Agents hereby represent, warrant and covenant to the Corporation, and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that: (a) the Agents are, and will remain so, until the completion of the Offering, appropriately registered under applicable Securities Laws so as to permit them to lawfully fulfill their obligations hereunder; (b) the Agents have 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 and this Agreement is a valid, legal and binding obligation of each Agent enforceable against each Agent in accordance with its terms; (c) the Agents will use their “best efforts” to arrange for Purchasers in the Offering Jurisdictions; (d) the Agents have offered to sell, and will offer and sell, Units (other than the Agents Units) only to Persons who are “accredited investors” (as defined under Securities Laws), or to Persons otherwise exempt from the prospectus requirements of Securities Laws in the Offering Jurisdictions and other jurisdictions by virtue of the “minimum amount investment” or “investment dealer exemption”, as applicable; (e) the Agents have complied and will comply, and shall require any investment dealer or broker with which the Agents have a contractual relationship in respect of the sale of the Units (other than the Agents Units) (each a “Selling Firm”) to comply, with all applicable Securities Laws in connection with the offer and sale of the Units (other than the Agents Units), and shall offer the Units (other than the Agents Units) for sale to potential Purchasers on a private placement basis directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agents have offered and will offer, and shall require any Selling Firm to offer, for sale to potential Purchasers on a private placement basis and sell the Units (other than the Agents Units) only in those jurisdictions where they may be lawfully offered for sale or sold. The Agents shall use its reasonable commercial efforts to‌ to ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agents hereunder; (f) the Agents shall, and shall require any Selling Firm to agree to, offer the Units in a manner which complies with and observes all applicable laws and regulations in each jurisdiction into and from which they may offer to sell the Units and will not, directly or indirectly, offer, sell or deliver any Units to any person in any jurisdiction other than the Offering Jurisdictions; (g) the Agents and their representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising; (h) other than the Corporate Presentation and the Subscription Agreement and any other documents previously approved by the Corporation in writing for distribution to prospective Purchasers, the Agents have not and will not: (i) provide prospective Purchasers with any other document; or (ii) solicit offers to purchase or sell the Units so as to require the filing of a prospectus or offering memorandum or other continuous disclosure filings; (i) the Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser in the Offering as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all applicable Securities Laws in connection with the sale of the Units (other than the Agents Units) to the Purchasers; (j) The Agents will obtain from each Purchaser in the Offering and deliver to the Corporation at least 48 hours in advance of the Closing Time, a properly completed and duly executed Subscription Agreement, together with any additional documentation as may be reasonably requested by the Corporation; (k) the Agents will use their commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws and as required by the Exchange for the purchase and sale of the Units (other than the Agents Units) from each Purchaser; and (l) the Agents have not made, and will not make, any representations or warranties about the Corporation and/or the Securities except as previously approved by the Corporation for distribution to prospective Purchasers.