Common use of Restrictions on Sale Clause in Contracts

Restrictions on Sale. Each of the Agents severally and not jointly covenants and agrees with the Corporation that it will: (a) not solicit subscriptions for Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares outside of the Selling Jurisdictions; (b) in connection with the offer and sale of the Offered Shares in Canada, the Agents will only offer and sell the Offered Shares to persons resident in Canada who are: (i) “accredited investors” (as defined in National Instrument 45-106 - Prospectus Exemptions or, in Ontario, Section 73.3 of the Securities Act (Ontario)), and (ii) purchasing as principals; and (c) not advertise the proposed sale of the Offered Shares in printed media of general and regular paid circulation, radio, television or the internet nor provide or make available to prospective purchasers of Offered Shares any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws in Canada. The parties hereto acknowledge that the Offered 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 or sold in the United States except pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable securities laws of any U.S. state. Accordingly, the Corporation and the Agents hereby agree that offers and sales of the Offered Shares in the United States shall be made only to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Any agreement between an Agent and the members of any sub-agent group or selling group formed in connection with the Offering shall contain the restrictions in Schedule A hereto.

Restrictions on Sale. Each (a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers as their agents to assist in the distribution of the Agents Shares. The Underwriters shall, and shall require any such dealer, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Shares (a “Selling Firm”), to comply with Canadian Securities Laws in connection with the distribution of the Shares and shall offer the Shares for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Offering Documents and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Shares only in those jurisdictions where the Shares may be lawfully offered for sale or sold. (b) The Underwriters shall, and shall require any Selling Firm to agree to, comply with applicable Canadian Securities Laws in connection with the distribution of the Shares in the Canadian Qualifying Jurisdictions and the provision of any marketing materials or standard term sheets (as defined in NI 41-101) relating to the distribution of the Shares. Each Underwriter, severally and not jointly, agrees that it has not made and will not make use of any materials that would constitute marketing materials relating to the Offering except marketing materials identified in Schedule B or marketing materials prepared in accordance with the terms and conditions hereunder. Each Underwriter shall be responsible for the compliance by any Selling Firm appointed by such Underwriter as part of this Agreement. (c) Notwithstanding the foregoing, the Company acknowledges and agrees that the Underwriters are acting severally and not jointly covenants in performing their respective obligations under this Agreement (including obligations under any Schedules to this Agreement) and agrees with the Corporation that it will:no Underwriter will be liable for any breach by another Underwriter or Selling Firm appointed by another Underwriter. (ad) not solicit subscriptions for Offered Shares, trade in Offered Shares or otherwise do any act in furtherance For the purposes of a trade of Offered Shares outside of the Selling Jurisdictions; (b) in connection with the offer and sale of the Offered Shares in Canadathis Section 3, the Agents will only offer and sell the Offered Shares Underwriters shall be entitled to persons resident in Canada who are: assume that: (i) “accredited investors” (as defined in National Instrument 45-106 - Prospectus Exemptions orthe Company’s representations and warranties made herein are and will remain true and correct, in Ontarioand that the Company has complied and will continue to comply with all covenants herein, Section 73.3 until the completion of the Securities Act (Ontario)), and distribution and (ii) purchasing as principals; and (c) not advertise the proposed sale of the Offered Shares in printed media of general and regular paid circulation, radio, television or the internet nor provide or make available to prospective purchasers of Offered Shares any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws in Canada. The parties hereto acknowledge that the Offered 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 or sold are qualified for distribution in the United States except pursuant to transactions that are exempt and in any Canadian Qualifying Jurisdiction where: (a) a receipt for each of the Canadian Preliminary Base Prospectus and the Canadian Base Prospectus have been obtained from the registration requirements of the U.S. applicable Canadian Securities Act Regulator, and the applicable securities laws of any U.S. state. Accordingly, the Corporation (b) a Canadian Prospectus Supplement has been prepared and the Agents hereby agree that offers and sales of the Offered Shares in the United States shall be made only to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Any agreement between an Agent and the members of any sub-agent group or selling group formed in connection filed with the Offering shall contain the restrictions in Schedule A heretoCanadian Securities Regulators.

Restrictions on Sale. Each of the The Agents severally covenant and not jointly covenants and agrees agree with the Corporation that it they will: (a) not solicit subscriptions for Offered SharesSecurities, trade in Offered Shares Securities or otherwise do any act in furtherance of a trade of Offered Shares Securities outside of the Selling Jurisdictions; (b) in connection with the offer and sale of the Offered Shares in Canada, provided that the Agents will may so solicit, trade or act within such jurisdictions only offer if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and sell the Offered Shares to persons resident in Canada who are: does not (i) “accredited investors” (as defined in National Instrument 45-106 - Prospectus Exemptions orobligate the Corporation to take any action to qualify any of its securities or any trade of any of its securities, in Ontario, Section 73.3 of the Securities Act (Ontario)), and (ii) purchasing as principalsobligate the Corporation to establish or maintain any office or director or officer in such jurisdiction, or (iii) subject the Corporation to any reporting or other requirement in such jurisdiction, if any, comparable to and not greater than the liability with respect thereto under the Applicable Securities Laws of one of the Selling Jurisdictions in Canada; and (cb) not advertise the proposed sale of the Offered Shares Securities in printed media of general and regular paid circulation, radio, radio or television or the internet nor provide or make available to prospective purchasers of Offered Shares Securities any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws in CanadaLaws. The parties hereto to this Agreement acknowledge that the Offered Shares 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 or sold in the United States except pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable securities laws of any U.S. state. Accordingly, the Corporation and each of the Agents hereby agree that offers and sales of the Offered Shares Securities in the United States shall be made conducted only to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in the manner specified in Schedule A heretoB, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Any agreement between an Agent and the members of any sub-agent group or selling group formed in connection with the Offering shall contain the restrictions in Schedule A hereto.

Restrictions on Sale. Each of the Agents severally and not jointly covenants and agrees with the Corporation that it will: (a) not solicit subscriptions for Offered Shares, trade in Offered Shares or otherwise do any act in furtherance of a trade of Offered Shares outside of the Selling Jurisdictions; (b) in connection with the offer and sale of the Offered Shares in Canada, the Agents will only offer and sell the Offered Shares to persons resident in Canada who are: (i) “accredited investors” (as defined in National Instrument 45-106 - – Prospectus Exemptions or, in Ontario, Section 73.3 of the Securities Act (Ontario)), and (ii) purchasing as principals; and (c) not advertise the proposed sale of the Offered Shares in printed media of general and regular paid circulation, radio, television or the internet nor provide or make available to prospective purchasers of Offered Shares any document or material which would constitute an offering memorandum as defined in Applicable Securities Laws in Canada. The parties hereto acknowledge that the Offered 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 or sold in the United States except pursuant to transactions that are exempt from the registration requirements of the U.S. Securities Act and the applicable securities laws of any U.S. state. Accordingly, the Corporation and the Agents hereby agree that offers and sales of the Offered Shares in the United States shall be made only to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement. Any agreement between an Agent and the members of any sub-agent group or selling group formed in connection with the Offering shall contain the restrictions in Schedule A hereto.