Common use of Rights of Indemnity Clause in Contracts

Rights of Indemnity. (1) The Corporation covenants and agrees to protect, indemnify, and save harmless, each of the Agents and their respective affiliates, and each and every one of the directors, officers, employees, partners and agents of the Agents (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all expenses, losses (excluding loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (a) any information or statement contained in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any breach of a representation or warranty of the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) The Corporation covenants and agrees to protect, indemnify, and save harmless, each of the Agents and their respective affiliates, and each and every one of the directors, officers, employees, partners and agents of the Agents (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all expenses, losses (excluding loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (a) any information or statement contained in this Agreement, the Debenture Documentation, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact; (b) the omission or alleged omission to state in in this Agreement, the Debenture Documentation, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Debenture Documentation, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares Debentures in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any breach of a representation or warranty of the Corporation contained in this Agreement or the Debenture Documentation or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agency Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement or Debenture Documentation which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1a) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and their respective affiliates, affiliates and each and every one of the its directors, officers, employees, partners and agents of the Agents (individuallyincluding, an “Indemnified Party” for greater certainty, Selling Firms), and each person, if any, controlling any Underwriter (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all losses, costs, expenses, losses (excluding loss of profits)claims, claimssuits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential or punitive damages) or liabilitiesdamages in connection with the distribution of the Securities), joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of their counsel of any Underwriter that may be incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the Indemnified Parties) “Claims”), to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (ai) any information or statement (except any Underwriters’ Information) contained in this Agreementany Offering Document, the Corporation’s publicly available disclosed documents filed on SEDAR marketing materials or elsewhereMarketing Materials Amendment, or in any certificate or other material prepared by the Corporation used for marketing the Offering or any certificate document of the Corporation Company delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material factmisrepresentation; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (cii) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission, stock exchange, court or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhereauthority, or in any other material prepared by the Corporation used for marketing the Offering change of law or any certificate interpretation of the Corporation delivered hereunder or pursuant hereto that administration thereof which prevents or restricts the trading in any or the sale or distribution of the Corporation’s securities subordinate voting shares of the Company or the distribution or distribution to the public, as the case may be, of any of the Offered Shares Securities in any of the Qualifying JurisdictionsJurisdictions or in the United States; (diii) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any or alleged non-compliance, or a breach of a representation or warranty of violation or alleged breach or violation, by the Corporation contained in this Agreement or the failure of the Corporation to comply Company with any of its obligations hereunder.under Canadian Securities Laws or United States Securities Laws; or (2iv) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred breach by the gross negligenceCompany of its representations, fraud warranties, covenants or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered obligations to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of complied with under this Agreement or under any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party document delivered pursuant to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1a) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and their respective affiliates, affiliates and each and every one of the its directors, officers, employees, partners and agents of the Agents (individuallyincluding, an “Indemnified Party” for greater certainty, Selling Firms), and each person, if any, controlling any Underwriter (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all losses, costs, expenses, losses (excluding loss of profits)claims, claimssuits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential or punitive damages) or liabilities), joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of their counsel of any Underwriter that may be incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the Indemnified Parties) “Claims”), to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (ai) any information or statement (except any Underwriters’ Information) contained in this Agreementany Offering Document, the Corporation’s publicly available disclosed documents filed on SEDAR marketing materials or elsewhereMarketing Materials Amendment, or in any certificate or other material prepared by the Corporation used for marketing the Offering or any certificate document of the Corporation Company delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material factmisrepresentation; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (cii) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission, stock exchange, court or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhereauthority, or in any other material prepared by the Corporation used for marketing the Offering change of law or any certificate interpretation of the Corporation delivered hereunder or pursuant hereto that administration thereof which prevents or restricts the trading in any of the Corporation’s securities or the distribution sale or distribution to the public, as the case may be, of any of the Offered Shares Securities in any of the Qualifying JurisdictionsJurisdictions or in the United States; (diii) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any or alleged non-compliance, or a breach of a representation or warranty of violation or alleged breach or violation, by the Corporation contained in this Agreement or the failure of the Corporation to comply Company with any of its obligations hereunder.under Canadian Securities Laws or United States Securities Laws; or (2iv) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred breach by the gross negligenceCompany of its representations, fraud warranties, covenants or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered obligations to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of complied with under this Agreement or under any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party document delivered pursuant to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1i) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless the Underwriter and each of the Agents its affiliates and their respective affiliates, and each and every one of the its directors, officers, employeesemployees and agents, partners and agents each person, if any, controlling the Underwriter or any of its subsidiaries and each shareholder of the Agents Underwriter (individually, an “Indemnified Party” and collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all expenses, losses (excluding loss other than losses of profitsprofit or other consequential damages in connection with the distribution of the Securities), costs, expenses, claims, actions, damages (other than consequential or punitive damages) or and liabilities, joint or several (solidary, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all reasonable expenses including the reasonable fees and expenses of their counsel of the Underwriter that may be reasonably incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the Indemnified Parties) “Claims”), to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly: (A) any information or statement (except any information, upon the performance of professional services rendered statement or omission relating solely to the Corporation Underwriter made in reliance upon and in conformity with written information furnished to the Company by the Underwriter, specifically for use in the Offering Documents) contained in the Preliminary Offering Documents, the Final Offering Documents or any Offering Document Amendment or in any certificate of the Company delivered pursuant to this Agreement that, at that time and in light of the circumstances under which it was made, contains or is alleged to contain (i) a misrepresentation; (ii) with respect to the Offering Documents other than the Registration Statement, an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) with respect to the Registration Statement, an untrue statement of material fact that is required to be stated therein or that is necessary in order to make the statements therein not misleading; (B) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation (except any information, statement or omission relating solely to the Underwriter made in reliance upon and in conformity with information furnished to the Company by the Underwriter, specifically for use in the Offering Documents) contained in the Preliminary Offering Documents, the Final Offering Documents or any Offering Document Amendment, preventing or restricting the trading in or the sale or distribution of the Securities in any jurisdiction; (C) the non-compliance or alleged non-compliance by the Company with any of the Canadian Securities Laws or United States Securities Laws; or (D) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement. (ii) The Selling Shareholder agrees to indemnify and save harmless each of the Indemnified Parties (from and against all Claims to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or any of them)are based upon, whether directly or indirectly, including by reason of: (aA) any information or statement contained in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, any Selling Shareholder Matter or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation Selling Shareholder delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain (i) a misrepresentation or any misstatement misrepresentation, (ii) with respect to the Offering Documents other than the Registration Statement, an untrue statement of a material fact; (b) the omission fact or alleged an omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any a material fact that is required to be stated therein or that is necessary in order to make any statement therein not misleading the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) with respect to the Registration Statement, an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in which it was madeorder to make the statements therein not misleading; (cB) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission or other competent authority based upon any misrepresentation, untrue statement or omission misrepresentation or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or misrepresentation contained in any other material prepared by the Corporation used for marketing the Offering Selling Shareholder Matter, preventing or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts restricting the trading in or the sale or distribution of the Securities in any jurisdiction; (C) the non-compliance or alleged non-compliance by the Selling Shareholder with any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Canadian Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspectionUnited States Securities Laws; or (eD) any breach by the Selling Shareholder of a representation its representations, warranties, covenants or warranty obligations to be complied with under this Agreement. (iii) The rights of the Corporation indemnity contained in this Agreement or Section 17 will not inure to the failure benefit of the Corporation to comply with Indemnified Parties if the person asserting any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing claim contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (17 was not provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to by the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided Parties with a copy of any amendment Offering Document or supplement to this Agreement Offering Document Amendment which corrects any untrue statement or information, misrepresentation (for the purposes of Canadian Securities Laws or United States Securities Laws) or omission or alleged omission that which is the basis of a claim by a party against such Indemnified Party the Claim and that which is required, required under the Applicable Securities Laws, Laws to be delivered to such party that person by the AgentsUnderwriter or Selling Firms. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents and their respective affiliates, and each and every one of the directors, officers, employees, partners sub-agents and agents of shareholders (collectively, the Agents (“Indemnified Parties” and individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all expenses, losses (excluding loss of profits)losses, claims, actions, damages (other than consequential or punitive damages) or liabilities, whether joint or several (excluding loss of profits and any other indirect or consequential damages but including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims claims) and the reasonable fees fees, disbursements and expenses taxes of their counsel that may be incurred in advising connection with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (each a “Claim” and, collectively, the Indemnified Parties“Claims”) to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions the Claims arise out of or are basedbased upon, directly or indirectly, upon on the performance of professional services rendered to the Corporation Company by the Indemnified Parties (or any of them), whether directly or indirectlyParty in connection with the Offering, including by reason ofwithout limitation: (a) any information or statement contained in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR Offering Documents or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering filed in compliance or any certificate of the Corporation delivered hereunder intended compliance with applicable Securities Laws being or pursuant hereto, which at the time and in the light of the circumstances under which it was made contains or is being alleged to contain be a misrepresentation or untrue, or any misstatement of a material fact; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, therein any material fact required information (other than any information or statement relating solely to be stated therein or necessary to make any statement therein not misleading the Agents and provided by them in light of the circumstances in which it was madewriting expressly for inclusion therein); (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (eb) any breach of a representation or warranty default under any representation, warranty, covenant or agreement of the Corporation contained Company in this the Agreement or any other document delivered pursuant to the Agreement or under applicable Securities Laws, or the failure of by the Corporation Company to comply with any of its obligations hereunderunder the Agreement or under applicable Securities Laws; (c) the Company not complying with any requirement of applicable Securities Laws, or any breach or violation or alleged breach or violation of any Securities Laws or other applicable legislation of any jurisdiction; (d) any order made or any inquiry, investigation, or proceeding instituted, threatened or announced by any Governmental Authority (except any such proceeding or order based solely upon the activities of any of the Agents) or any change of law or the interpretation or administration thereof which operates to prevent or restrict the trading in or the distribution of the Debentures, or any other securities of the Company or any of them in any of the Qualifying Jurisdictions; or (e) all actions in connection with the Over-Allotment Option and market stabilization (other than in connection with any disclosure related solely to the Agents as provided in writing by or on behalf of the Agents); whether performed before or after the Company’s execution of this Agreement and to reimburse each Indemnified Party forthwith, upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not If and shall not apply to the extent that a court of competent jurisdiction jurisdiction, in a final judgment non-appealable judgement in a proceeding in which an Indemnified Party is named as a party, determines that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent a Claim was caused by or have committed any fraudulent or illegal act in the course resulted from an Indemnified Party’s breach of the professional services rendered to the Corporationthis Agreement, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud fraudulent act or wilful misconduct misconduct, this indemnity shall cease to apply to such Indemnified Party in respect of such Claim and such Indemnified Party shall reimburse any funds advanced by the AgentsCompany to the Indemnified Party pursuant to this indemnity in respect of such Claim. The Company agrees to waive any right the Company might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person before claiming under this indemnity. (3) If any matter or thing contemplated by this Section 11 shall be asserted Claim is brought against any an Indemnified Party or an Indemnified Party has received notice of the commencement of any investigation in respect of which indemnification is or might reasonably indemnity may be considered to be providedsought against the Company, such the Indemnified Party will notify give the Corporation in writing as soon as possible Company prompt written notice of any such Claim of which the Indemnified Party has knowledge and the Company will undertake the investigation and defence thereof on behalf of the nature Indemnified Party, including the prompt employment of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have counsel acceptable to the Indemnified Party hereunderParties affected acting reasonably, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence payment of any suit brought to enforce such claim; providedall expenses, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and provided that no settlement of any such Claim or admission of liability and no settlement, compromise or termination of any Claim, or investigation may be made by the Corporation or such Indemnified Party Company, without the prior written consent of the otherIndemnified Parties, acting reasonably, or unless such consent settlement, compromise or judgment: (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to be unreasonably withheldor an admission of fault, culpability or failure to act, by or on behalf of any Indemnified Party. Failure by the Indemnified Party to so notify shall not relieve the Company of its obligation of indemnification hereunder unless (and only to the extent that) such failure results in forfeiture by the Company of substantive rights or defences. (4) In Notwithstanding that the Company will undertake the investigation and defence of any such claimClaim, such an Indemnified Party shall will have the right to retain other legal employ separate counsel with respect to act on such Indemnified Party’s behalfClaim and participate in the defence thereof, provided that but the fees and disbursements expenses of such other legal counsel shall will be paid by such at the expense of the Indemnified Party, Party unless: : (a) the employment of such counsel has been authorized in writing by the Corporation; or Company; (b) the Corporation Company has not assumed the defence and employed counsel thereof promptly of the action within a reasonable period of time after receiving notice of such claim; or the Claim; (c) the named parties to any such claim Claim include both the Company and the Indemnified Party and the Corporation, Indemnified Party shall have been advised by counsel to the Indemnified Party that there may be a conflict of interest between the Company and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between themParty; or or (d) there are one or more defences available to the Indemnified Party which are different from and or in addition to those available to the Corporation, provided that Company; in which case such fees and expenses of such counsel to the Corporation shall not Indemnified Party will be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of Company’s account. The rights accorded to the Indemnified PartiesParties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise. (5) To The Company hereby constitutes the Agents as trustees for the affiliates, directors, officers, employees, partners, agents, advisors and shareholders of the Agents for the covenants of the Company contained in this Article 10 with respect to the affiliates, directors, officers, employees, partners, agents, advisors and shareholders of the Agents and the Agents agree to accept such trust and to hold it and such covenants on behalf of such Persons. The Company hereby acknowledges that the covenants of the Company are intended to be for the benefit of, and directly enforceable by, each Indemnified Party. (6) With respect to the contribution provisions provided in Section 10.3 and Section 10.4 of this Article 10, the Company agrees that, in any event, no Indemnified Party shall have any liability (either direct or indirect, in contract or tort or otherwise) to the Company or any Person asserting claims on the Company’s behalf or in right for or in connection with the Offering, except to the extent that any Indemnified Party is not losses, expenses, claims, actions, damages or liabilities incurred by the Company are determined by a party court of competent jurisdiction in a final judgement (in a proceeding in which the Agents are a party) that has become non-appealable to have resulted from the breach of this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf gross negligence, fraudulent act or wilful misconduct of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights Company also agrees that if any action, suit, proceeding or claim shall be brought against, or an investigation commenced in respect of, the Company or the Company and the Agents and personnel of the Corporation contained Agents shall be required to testify, participate or respond in this Section 11 respect of or in connection with the transactions contemplated hereby, the applicable Agent shall not enure have the right to employ its own counsel in connection therewith and the benefit Company will reimburse the Agent monthly for its disbursements and reasonable out-of-pocket expenses as may be incurred, including fees and disbursements of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents’ Counsel. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1a) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and their respective affiliates, affiliates and each and every one of the its directors, officers, employees, partners and agents of the Agents (individuallyincluding, an “Indemnified Party” for greater certainty, Selling Firms), and each person, if any, controlling any Underwriter (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all losses, costs, expenses, losses (excluding loss of profits)claims, claimssuits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential or punitive damages) or liabilitiesdamages in connection with the distribution of the Offered Units), joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of their counsel of any Underwriter that may be incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the Indemnified Parties) “Claims”), to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (ai) any information or statement (except any Underwriters’ Information) contained in this Agreementany Offering Document, the Corporation’s publicly available disclosed documents filed on SEDAR marketing materials or elsewhereMarketing Materials Amendment, or in any certificate or other material prepared by the Corporation used for marketing the Offering or any certificate document of the Corporation Company delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material factmisrepresentation; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (cii) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission, stock exchange, court or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhereauthority, or in any other material prepared by the Corporation used for marketing the Offering change of law or any certificate interpretation of the Corporation delivered hereunder or pursuant hereto that administration thereof which prevents or restricts the trading in any or the sale or distribution of the Corporation’s securities common shares of the Company or the distribution or distribution to the public, as the case may be, of any of the Offered Shares Units in any of the Qualifying JurisdictionsJurisdictions or in the United States; (diii) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any or alleged non-compliance, or a breach of a representation or warranty of violation or alleged breach or violation, by the Corporation contained in this Agreement or the failure of the Corporation to comply Company with any of its obligations hereunder.under Canadian Securities Laws or United States Securities Laws; or (2iv) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred breach by the gross negligenceCompany of its representations, fraud warranties, covenants or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered obligations to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of complied with under this Agreement or under any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party document delivered pursuant to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1a) The Corporation covenants and agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and each of their respective affiliates, and each and every one of the directors, officers, employeesemployees and agents, partners and agents each person, if any, controlling any Underwriter or any of the Agents its subsidiaries and each shareholder of any Underwriter (individually, an “Indemnified Party” and collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all expenses, losses (excluding loss other than losses of profits)profits or other consequential damages in connection with the distribution of the Purchased Securities or Additional Securities) costs, expenses, claims, actions, damages (other than consequential or punitive damages) or and liabilities, joint or several (several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all reasonable expenses whatsoever including the reasonable fees and expenses of their counsel of any Underwriter that may be incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against the any Indemnified Parties) Party or in enforcing this indemnity, to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (ai) any information or statement (except any Underwriter Information) contained in this Agreementany of the Offering Documents (which, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewherein each Offering Document, for greater certainty, includes all Incorporated Documents) or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation Corporation, as the case may be, delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement misrepresentation, or, with respect to the Offering Documents other than the Registration Statement, an untrue statement of a material fact; (b) the omission fact or alleged an omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any a material fact that is required to be stated therein or that is necessary in order to make any statement therein not misleading the statements therein, in the light of the circumstances under which they were made, not misleading, or, with respect to the Registration Statement, an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in which it was madeorder to make the statements therein not misleading; (cii) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission or other competent authority based upon any misrepresentation, untrue statement or omission misrepresentation or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in misrepresentation (except any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading Underwriter Information) contained in any of the Corporation’s securities Offering Documents (which, in each Offering Document, for greater certainty, includes all Incorporated Documents) preventing or restricting the trading in or the distribution sale or distribution to of the public, as Securities in any jurisdiction; (iii) the case may be, of non-compliance or alleged non-compliance by the Corporation with any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Canadian Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspectionUnited States Securities Laws; or (eiv) any breach of a representation or warranty of by the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its representations, warranties, covenants or obligations hereunderto be complied with under this Agreement. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct In respect solely of the Agents. (3) If any matter or thing claim contemplated by this Section 11 shall be 16 that is asserted against any Indemnified Party in respect Canada by a purchaser of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify Securities from the Corporation Underwriters in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting AgreementCanada, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation indemnity contained in this Section 11 shall 16 will not enure inure to the benefit of any the Indemnified Party Parties if the Agents were person asserting such claim was not provided by the Indemnified Parties with a copy of any amendment Offering Documents or supplement to this Agreement any Supplementary Material which corrects any untrue statement or omission or alleged omission that misrepresentation which is the basis of a claim by a party against such Indemnified Party the Claim and that which is required, required under the Applicable applicable Canadian Securities Laws, Laws to be delivered to such party that person by the AgentsUnderwriters or Selling Firms. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1a) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and their respective affiliates, affiliates and each and every one of the its directors, officers, employees, partners and agents of the Agents (individuallyincluding, an “Indemnified Party” for greater certainty, Selling Firms), and each person, if any, controlling any Underwriter (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all losses, costs, expenses, losses (excluding loss of profits)claims, claimssuits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential or punitive damages) or liabilitiesdamages in connection with the distribution of the Securities), joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of their counsel of any Underwriter that may be incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the Indemnified Parties) “Claims”), to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (ai) any information or statement (except any Underwriters’ Information) contained in this Agreementany Offering Document, the Corporation’s publicly available disclosed documents filed on SEDAR marketing materials or elsewhereMarketing Materials Amendment, or in any certificate or other material prepared by the Corporation used for marketing the Offering or any certificate document of the Corporation Company delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material factmisrepresentation; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (cii) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission, stock exchange, court or other competent authority based upon any misrepresentation, untrue statement or omission misrepresentation or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewheremisrepresentation (except a misrepresentation relating solely to and Indemnified Party, or any of them, provided by an Indemnified Party in writing for inclusion in any other material prepared by the Corporation used for marketing Offering Document) contained in any of the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that Documents, which prevents or restricts the trading in any or the sale or distribution of the Corporation’s securities subordinate voting shares of the Company or the distribution or distribution to the public, as the case may be, of any of the Offered Shares Securities in any of the Qualifying JurisdictionsJurisdictions or in the United States; (diii) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any or alleged non-compliance, or a breach of a representation or warranty of violation or alleged breach or violation, by the Corporation contained in this Agreement or the failure of the Corporation to comply Company with any of its obligations hereunder.under Canadian Securities Laws or United States Securities Laws; or (2i) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred breach by the gross negligenceCompany of its representations, fraud warranties, covenants or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered obligations to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of complied with under this Agreement or under any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party document delivered pursuant to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) The Corporation covenants and hereby agrees to protectindemnify and hold harmless the Agent, indemnify, and save harmless, each any of the Agents its affiliates and their respective affiliatespartners, and each and every one of the directors, officers, shareholders, employees, partners consultants, agents and agents of the Agents advisors (individually, an hereinafter collectively referred to as “Indemnified Party” and collectively, the “Indemnified PartiesPersonnel”) harmless from and against any and all expenses, losses (excluding any loss of profits), claims, actions, damages (other than consequential or punitive damages) , suits, proceedings, investigations or liabilities, joint or several of whatsoever nature or kind (including the aggregate amount paid in settlement of any actions, suits, proceedings proceedings, investigations or claims and expenses, including the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against the Indemnified PartiesAgent or its Personnel or in enforcing this indemnity) (collectively, the “Claims”) to which any Indemnified Party the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions Claims arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (a) any information or statement contained in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered Agent and its Personnel hereunder or pursuant hereto, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements otherwise in connection with the transactions contemplated hereinmatters referred to in this Agreement and to reimburse the Agent and its Personnel forthwith, including upon demand, for any legal or other expenses reasonably incurred by such party in connection with any Claim. The Corporation also agrees that the Agent and its Personnel shall not have any liability (either direct or indirect, in contract or tort or otherwise) to the Corporation or any person asserting Claims on the Corporation’s behalf or in right for or in connection with this Agreement, except to the extent that any Claims incurred by the Corporation are determined by a court of competent jurisdiction in a final judgment that has become non-compliance with any statutory requirement appealable to make any document available for inspection; or (e) any have resulted from the Agent or its Personnel breach of this Agreement, or the negligence, wilful misconduct, fraud or dishonesty or the Agent or its Personnel. If for any reason, the foregoing indemnification is unavailable to the Agent or its Personnel or is insufficient to hold them harmless, then the Corporation shall contribute to the amount paid or payable by the Agent or its Personnel as a representation result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agent or warranty its Personnel on the other hand but also the relative fault of the Corporation contained and the Agent or its Personnel, as well as any equitable considerations. The Corporation agrees that in this Agreement case any legal, regulatory or the failure of other proceeding shall be brought against the Corporation to comply with and/or the Agent or any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1)Personnel by any court, Governmental Authority, or any stock exchange or if any other entity having regulatory authority, either domestic or foreign, shall investigate the Corporation and/or the Agent and any Personnel of the Agent shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding the Agent or, in connection with or by reason of the performance of, professional services rendered to the Corporation by the Agent, the indemnification Agent shall have the right to employ its own counsel in Subsection 11(a)(1) does not connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs and out-of-pocket expenses incurred by its Personnel in connection therewith shall not apply be paid by the Corporation as they occur. In the event and to the extent that a court of competent jurisdiction in a final judgment that has become non- non-appealable shall determine determines that (a) the Agents and their respective affiliates have been Agent or its Personnel breached this Agreement, or was negligent or have committed any fraudulent or illegal act in the course guilty of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligencewilful misconduct, fraud or wilful misconduct of the Agents. (3) If dishonesty in connection with any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party Claim in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed advanced funds to the defence and employed counsel thereof promptly after receiving notice of Agent or the Personnel pursuant to this indemnity, such claim; or (c) the named parties funds shall be reimbursed to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation thereafter this indemnity shall not be responsible for the fees or expenses of more than one legal firm apply to such indemnified party in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf respect of such Indemnified PartyClaim. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1a) The Corporation covenants Company and agrees FII jointly and severally agree to protect, indemnify, indemnify and save harmless, harmless each of the Agents and each of their respective affiliates, and each and every one of the directors, officers, employeesemployees and agents, partners and agents each Person, if any, controlling any Agent or any of the Agents its subsidiaries and each shareholder of any Agent (individually, an “Indemnified Party” and collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all expenses, losses (excluding loss other than losses of profitsprofits or other consequential damages) (collectively, “Losses”), which Losses include costs, expenses, claims, actions, damages (other than consequential or punitive damages) or and liabilities, joint or several (several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all reasonable expenses whatsoever including the reasonable fees and expenses of their counsel that may be incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made against or in enforcing this indemnity (collectively, the Indemnified Parties) “Claims” and individually, a “Claim”), to which any Indemnified Party a party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (ai) any information or statement (except any information, statement, omission or misrepresentation relating solely to any of the Agents which has been provided as part of the Agents’ Disclosure) contained in this Agreementthe Prospectus, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, a Prospectus Amendment or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation Company or FII, as the case may be, delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain (A) a misrepresentation misrepresentation, or any misstatement (B) an untrue statement of a material fact; (b) the omission fact or alleged an omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any a material fact that is required to be stated therein or that is necessary in order to make any statement therein not misleading the statements therein, in light of the circumstances in under which it was they were made, not misleading; (cii) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission or other competent authority based upon any misrepresentationmisrepresentation or alleged misrepresentation (except any information, untrue statement or statement, omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in misrepresentation relating solely to any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder Agents which has been provided as part of the Agents’ Disclosure) contained in the Prospectus or pursuant hereto that prevents a Prospectus Amendment, preventing or restricts restricting the trading in or the sale or distribution of the Securities in any Qualifying Jurisdiction; (iii) the non-compliance or alleged non-compliance by the Company or FII with any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Canadian Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspectionLaws; or (eiv) any breach of a representation or warranty of the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligenceCompany or FII of their representations, fraud warranties, covenants or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered obligations to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided complied with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.Agreement;

Rights of Indemnity. (1i) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless the Underwriter and each of the Agents its affiliates and their respective affiliates, and each and every one of the its directors, officers, employeesemployees and agents, partners and agents each person, if any, controlling the Underwriter or any of its subsidiaries and each shareholder of the Agents Underwriter (individually, an “Indemnified Party” and collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all expenses, losses (excluding loss other than losses of profitsprofit or other consequential damages in connection with the distribution of the Securities), costs, expenses, claims, actions, damages (other than consequential or punitive damages) or and liabilities, joint or several (solidary, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all reasonable expenses including the reasonable fees and expenses of their counsel of the Underwriter that may be reasonably incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the Indemnified Parties) “Claims”), to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly: (A) any information or statement (except any information, upon the performance of professional services rendered statement or omission relating solely to the Corporation Underwriter made in reliance upon and in conformity with written information furnished to the Company by the Underwriter, specifically for use in the Offering Documents) contained in the Preliminary Offering Documents, the Final Offering Documents or any Offering Document Amendment or in any certificate of the Company delivered pursuant to this Agreement that, at that time and in light of the circumstances under which it was made, contains or is alleged to contain (i) a misrepresentation; (ii) with respect to the Offering Documents other than the Registration Statement, an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) with respect to the Registration Statement, an untrue statement of material fact that is required to be stated therein or that is necessary in order to make the statements therein not misleading; (B) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any misrepresentation or alleged misrepresentation (except any information, statement or omission relating solely to the Underwriter made in reliance upon and in conformity with information furnished to the Company by the Underwriter, specifically for use in the Offering Documents) contained in the Preliminary Offering Documents, the Final Offering Documents or any Offering Document Amendment, preventing or restricting the trading in or the sale or distribution of the Securities in any jurisdiction; (C) the non-compliance or alleged non-compliance by the Company with any of the Canadian Securities Laws or United States Securities Laws; or (D) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement. (ii) Each Selling Shareholder agrees solidarily (jointly and severally) to indemnify and save harmless each of the Indemnified Parties (from and against all Claims to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or any of them)are based upon, whether directly or indirectly, including by reason of: (aA) any information or statement contained in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, any Selling Shareholder Matter or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation Selling Shareholders delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain (i) a misrepresentation or any misstatement misrepresentation, (ii) with respect to the Offering Documents other than the Registration Statement, an untrue statement of a material fact; (b) the omission fact or alleged an omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any a material fact that is required to be stated therein or that is necessary in order to make any statement therein not misleading the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) with respect to the Registration Statement, an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in which it was madeorder to make the statements therein not misleading; (cB) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission or other competent authority based upon any misrepresentation, untrue statement or omission misrepresentation or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or misrepresentation contained in any other material prepared by the Corporation used for marketing the Offering Selling Shareholder Matter, preventing or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts restricting the trading in or the sale or distribution of the Securities in any jurisdiction; (C) the non-compliance or alleged non-compliance by such Selling Shareholder with any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Canadian Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspectionUnited States Securities Laws; or (eD) any breach by such Selling Shareholder of a representation its representations, warranties, covenants or warranty obligations to be complied with under this Agreement. (iii) The rights of the Corporation indemnity contained in this Agreement or Section 17 will not inure to the failure benefit of the Corporation to comply with Indemnified Parties if the person asserting any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing claim contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (17 was not provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to by the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided Parties with a copy of any amendment Offering Document or supplement to this Agreement Offering Document Amendment which corrects any untrue statement or information, misrepresentation (for the purposes of Canadian Securities Laws or United States Securities Laws) or omission or alleged omission that which is the basis of a claim by a party against such Indemnified Party the Claim and that which is required, required under the Applicable Securities Laws, Laws to be delivered to such party that person by the AgentsUnderwriter or Selling Firms. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) The Corporation covenants and agrees to protect, indemnify, and save harmless, each of the Agents and their respective affiliates, and each and every one of the directors, officers, employees, partners and agents of the Agents (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all expenses, losses (excluding loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of:the (a) any information or statement contained in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any breach of a representation or warranty of the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) ‌ The Corporation covenants and agrees to protect, indemnify, indemnify and save harmless, each of hold harmless the Agents and each member of the soliciting dealer group and their respective affiliatessubsidiaries, affiliates and each and every one of the respective directors, officers, employees, partners employees securityholders and agents of the Agents (individually, an “Indemnified Party” and collectively, hereinafter referred to as the “Indemnified PartiesPersonnel”) harmless from and against any and all expenses, fees, losses (excluding other than loss of profits), claims, actions, damages (other than consequential or punitive damages) , obligations or liabilities, whether joint or several several, of any nature (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims claims), and the reasonable fees and expenses of their its counsel that may be incurred in advising with respect to and/or investigating, defending and/or settling any action, suit, proceeding, investigation or claim that may be made or threatened against the Indemnified PartiesAgents and/or the Personnel (collectively, the “Claims”) by any third parties other than the Corporation, to which any Indemnified Party the Agents and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions the Claims arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (Agents and/or their Personnel hereunder together with any expenses, losses, claims, damages or any of them), whether directly or indirectly, liabilities that are incurred in enforcing this indemnity including by reason as a consequence of: (ai) any information or statement contained in this Agreementthe Investor Presentation, the Corporation’s publicly available disclosed documents filed on SEDAR Documents, the Public Record or elsewhere, the Prospectuses (other than any information or in any other material prepared statement relating solely to the Agents and furnished to the Corporation by the Corporation used Agents in writing expressly for marketing inclusion in the Offering Investor Presentation or any certificate of the Corporation delivered hereunder or pursuant heretoProspectuses), which at the time and in the light of the circumstances under which it was made contains is or is alleged to contain a misrepresentation be untrue or any misstatement of a material fact; (b) the omission or alleged omission to provide any information or state in in this Agreement, any fact the Corporation’s publicly available disclosed documents filed on SEDAR omission of which makes or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary is alleged to make any such information or statement therein not untrue or misleading in light of the circumstances in which it was made; (cii) any misrepresentation or alleged misrepresentation contained in the Transaction Documents, the Investor Presentation, the Documents to Satisfy Release Conditions, the Documents, the Public Record or the Prospectuses (except a misrepresentation which is based upon information relating to the Agents and‌ furnished to the Corporation by the Agents in writing expressly for inclusion in the Transaction Documents, the Investor Presentation or the Prospectuses); (iii) any prohibition or restriction of trading in the securities of the Corporation or any prohibition or restriction affecting the distribution of the Subscription Receipts or Underlying Securities imposed by any competent authority if such prohibition or restriction is based on any misrepresentation or alleged misrepresentation of a kind referred to in Section 14(a)(ii); (iv) any order made, made or any inquiry, investigation (whether formal or informal) or other proceeding commenced or threatened by any securities regulatory authority one or other more competent authority authorities (not based upon any misrepresentation, untrue statement the activities or omission or the alleged untrue statement or omission in this Agreement, activities of the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering Agents or any certificate Selling Group members, if any) relating to or materially affecting the trading or distribution of the Corporation delivered hereunder Subscription Receipts or pursuant hereto that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspectionUnderlying Securities; or (ev) any breach of a representation of, default under or warranty of the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made material non-compliance by the Corporation with any representation, warranty, term or such Indemnified Party without the prior written consent condition of the otherTransaction Documents or the agreements included in the Documents to Satisfy Release Conditions, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment requirement of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Canadian Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.;

Rights of Indemnity. (1) The Corporation covenants and agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and each of their respective affiliates, and each and every one of the directors, officers, employees, partners employees and agents of the Agents (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against all liabilities, claims, losses, costs, damages and expenses (including without limitation any legal fees or other expenses reasonably incurred by such persons in connection with defending or investigating any of the above, which legal fees and all expensesother expenses the Corporation shall reimburse such persons for forthwith upon demand), losses (but excluding any loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute way caused by, or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, arising directly or indirectlyindirectly from, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason in consequence of: (ai) any information or statement contained in this Agreementthe Subscription Agreements, the Corporation’s publicly available disclosed documents filed on SEDAR Documents, the Public Record or elsewhere, the Prospectuses (other than any information or in any other material prepared statement relating solely to the Underwriters and furnished to the Corporation by the Corporation used Underwriters in writing expressly for marketing inclusion in the Offering Subscription Agreements or any certificate of the Corporation delivered hereunder or pursuant heretoProspectuses), which at the time and in the light of the circumstances under which it was made contains is or is alleged to contain a misrepresentation be untrue or any misstatement of a material fact; (b) the omission or alleged omission to provide any information or state in in this Agreement, any fact the Corporation’s publicly available disclosed documents filed on SEDAR omission of which makes or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary is alleged to make any such information or statement therein not untrue or misleading in light of the circumstances in which it was made; (cii) any misrepresentation or alleged misrepresentation contained in the Transaction Agreements, the Documents, the Public Record or the Prospectuses (except a misrepresentation which is based upon information relating to the Underwriters and furnished to the Corporation by the Underwriters in writing expressly for inclusion in the Subscription Agreements or Prospectuses); (iii) any prohibition or restriction of trading in the securities of the Corporation or any prohibition or restriction affecting the distribution of the Special Warrants or Underlying Securities imposed by any competent authority if such prohibition or restriction is based on any misrepresentation or alleged misrepresentation of a kind referred to in Section 13(a)(ii); (iv) any order made, made or any inquiry, investigation (whether formal or informal) or other proceeding commenced or threatened by any securities regulatory authority one or other more competent authority authorities (not based upon any misrepresentation, untrue statement the activities or omission or the alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate activities of the Corporation delivered hereunder Underwriters or pursuant hereto that prevents its banking or restricts selling group members, if any) relating to or materially affecting the trading in any or distribution of the Corporation’s securities Special Warrants or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspectionUnderlying Securities; or (ev) any breach of a representation of, default under or warranty non-compliance by the Corporation with any representation, warranty, term or condition of the Corporation contained Transaction Agreements or any requirement of Canadian Securities Laws, provided that the indemnity provided in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and Section 13 shall not apply in respect of an Indemnified Party in the event and to the extent that a court of competent jurisdiction or a regulatory authority in a final judgment that has become non- appealable from which no appeal can be made shall determine that (a) the Agents and their respective affiliates have been an Indemnified Party was grossly negligent or have committed any fraudulent or illegal act in the course guilty of the professional services rendered to the Corporation, wilful misconduct and (b) that such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud negligence or wilful misconduct of was the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature cause of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheldClaims. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) The Corporation covenants and agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and each of their respective affiliates, and each and every one of the directors, officers, employees, partners employees and agents of the Agents (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all expenses, losses (excluding loss of profits)liabilities, claims, actionslosses, costs, damages (other than consequential or punitive damages) or liabilities, joint or several and expenses (including without limitation any legal fees or other expenses reasonably incurred by such persons in connection with defending or investigating any of the aggregate amount paid in settlement of any actionsabove, suits, proceedings or claims and the reasonable which legal fees and other expenses the Corporation shall reimburse such persons for forthwith upon demand), but excluding any loss of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved profits and other consequential damages, in any capacity under any statute way caused by, or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, arising directly or indirectlyindirectly from, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason in consequence of: (ai) any information or statement contained in this Agreementthe Subscription Agreements, the Corporation’s publicly available disclosed documents filed on SEDAR Documents or elsewhere, the Public Record (other than any information or in any other material prepared statement relating solely to the Underwriters and furnished to the Corporation by the Corporation used Underwriters in writing expressly for marketing inclusion in the Offering or any certificate of the Corporation delivered hereunder or pursuant heretoSubscription Agreements), which at the time and in the light of the circumstances under which it was made contains is or is alleged to contain a misrepresentation be untrue or any misstatement of a material fact; (b) the omission or alleged omission to provide any information or state in in this Agreement, any fact the Corporation’s publicly available disclosed documents filed on SEDAR omission of which makes or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary is alleged to make any such information or statement therein not untrue or misleading in light of the circumstances in which it was made; (cii) any misrepresentation or alleged misrepresentation (except a misrepresentation which is based upon information relating to the Underwriters and furnished to the Corporation by the Underwriters in writing expressly for inclusion in the Subscription Agreements) contained in the Material Agreements, the Documents or the Public Record; (iii) any prohibition or restriction of trading in the securities of the Corporation or any prohibition or restriction affecting the distribution of the Subscription Receipts, the Special Warrants or the Underlying Shares imposed by any competent authority if such prohibition or restriction is based on any misrepresentation or alleged misrepresentation of a kind referred to in Section 17(a)(ii); (iv) any order made, made or any inquiry, investigation (whether formal or informal) or other proceeding commenced or threatened by any securities regulatory authority one or other more competent authority authorities (not based upon any misrepresentationthe activities or the alleged activities of the Underwriters or its banking or selling group members, untrue statement if any) relating to or omission materially affecting the trading or alleged untrue statement or omission in this Agreementdistribution of the Subscription Receipts, the Corporation’s publicly available disclosed documents filed on SEDAR Special Warrants or elsewherethe Underlying Shares; or (v) any breach of, default under or in any other material prepared non-compliance by the Corporation used for marketing the Offering with any representation, warranty, term or any certificate condition of the Corporation delivered hereunder Material Agreements or pursuant hereto that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with Laws, provided that the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any breach of a representation or warranty of the Corporation contained indemnity provided in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and Section 17 shall not apply in respect of an Indemnified Party in the event and to the extent that a court of competent jurisdiction or a regulatory authority in a final judgment that has become non- appealable from which no appeal can be made shall determine that (a) the Agents and their respective affiliates have been an Indemnified Party was negligent or have committed any fraudulent or illegal act in the course guilty of the professional services rendered to the Corporation, wilful misconduct and (b) that such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud negligence or wilful misconduct of was the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature cause of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheldClaims. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) The Corporation covenants and agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and each of their respective affiliates, and each and every one of the directors, officers, employees, partners employees and agents of the Agents (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against all liabilities, claims, losses, costs, damages and expenses (including without limitation any legal fees or other expenses reasonably incurred by such persons in connection with defending or investigating any of the above, which legal fees and all expensesother expenses the Corporation shall reimburse such persons for forthwith upon demand), losses (but excluding any loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute way caused by, or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, arising directly or indirectlyindirectly from, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason in consequence of: (ai) any information or statement contained in this Agreementthe Subscription Agreements, the Corporation’s publicly available disclosed documents filed on SEDAR Documents, the Public Record or elsewhere, the Prospectuses (other than any information or in any other material prepared statement relating solely to the Underwriters and furnished to the Corporation by the Corporation used Underwriters in writing expressly for marketing inclusion in the Offering Subscription Agreements or any certificate of the Corporation delivered hereunder or pursuant heretoProspectuses), which at the time and in the light of the circumstances under which it was made contains is or is alleged to contain a misrepresentation be untrue or any misstatement of a material fact; (b) the omission or alleged omission to provide any information or state in in this Agreement, any fact the Corporation’s publicly available disclosed documents filed on SEDAR omission of which makes or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary is alleged to make any such information or statement therein not untrue or misleading in light of the circumstances in which it was made; (cii) any misrepresentation or alleged misrepresentation contained in the Transaction Agreements, the Documents, the Public Record or the Prospectuses (except a misrepresentation which is based upon information relating to the Underwriters and furnished to the Corporation by the Underwriters in writing expressly for inclusion in the Subscription Agreements or Prospectuses); (iii) any prohibition or restriction of trading in the securities of the Corporation or any prohibition or restriction affecting the distribution of the Special Warrants, Underlying Securities, Warrant Shares, Compensation Warrants or Compensation Warrant Shares imposed by any competent authority if such prohibition or restriction is based on any misrepresentation or alleged misrepresentation of a kind referred to in Section 13(a)(ii); (iv) any order made, made or any inquiry, investigation (whether formal or informal) or other proceeding commenced or threatened by any securities regulatory authority one or other more competent authority authorities (not based upon any misrepresentation, untrue statement the activities or omission or the alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate activities of the Corporation delivered hereunder Underwriters or pursuant hereto that prevents its banking or restricts selling group members, if any) relating to or materially affecting the trading in any or distribution of the Corporation’s securities Special Warrants, Underlying Securities, Warrant Shares, Compensation Warrants or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspectionCompensation Warrant Shares; or (ev) any breach of a representation of, default under or warranty non-compliance by the Corporation with any representation, warranty, term or condition of the Corporation contained Transaction Agreements or any requirement of Canadian Securities Laws, provided that the indemnity provided in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and Section 13 shall not apply in respect of an Indemnified Party in the event and to the extent that a court of competent jurisdiction or a regulatory authority in a final judgment that has become non- appealable from which no appeal can be made shall determine that (a) the Agents and their respective affiliates have been an Indemnified Party was grossly negligent or have committed any fraudulent or illegal act in the course guilty of the professional services rendered to the Corporation, wilful misconduct and (b) that such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud negligence or wilful misconduct of was the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature cause of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheldClaims. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1i) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and each of their affiliates and their respective affiliates, and each and every one of the directors, officers, employeesemployees and agents, partners and agents of the Agents each person, if any, controlling any Underwriter (individually, an “Indemnified Party” and collectively, the “"Indemnified Parties”" and individually an "Indemnified Party") harmless from and against any and all losses, costs, expenses, losses (excluding loss of profits)claims, claimssuits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential or punitive damages) or liabilitiesdamages in connection with the distribution of the Securities), joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of their counsel of any Underwriter that may be incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the Indemnified Parties) "Claims"), to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (aA) any information or statement (except any Underwriters' Information or Selling Shareholders' Information) contained in this Agreementany Preliminary Offering Document, the Corporation’s publicly available disclosed documents filed on SEDAR Amended Preliminary Offering Document, Final Offering Document, Offering Document Amendment, marketing materials or elsewhereMarketing Materials Amendment, or in any certificate or other material prepared by the Corporation used for marketing the Offering or any certificate document of the Corporation Company delivered hereunder or pursuant hereto, which to this Agreement that at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material factmisrepresentation; (b) the omission or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (cB) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission, stock exchange, court or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhereauthority, or in any other material prepared by the Corporation used for marketing the Offering change of law or any certificate interpretation of the Corporation delivered hereunder or pursuant hereto that administration thereof which prevents or restricts the trading in any or the sale or distribution of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares Securities in any of the Qualifying JurisdictionsJurisdictions or in the United States; (dC) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any or alleged non-compliance, or a breach of a representation or warranty of violation or alleged breach or violation, by the Corporation contained in this Agreement or the failure of the Corporation to comply Company with any of its obligations hereunderunder Canadian Securities Laws or United States Securities Laws; or (D) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. (2ii) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course Each of the professional services rendered Selling Shareholders severally (and not jointly) agrees to the Corporation, indemnify and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all save harmless each of the Indemnified Parties.Parties from and against all Claims, to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly: (5A) To the extent that any Indemnified Party is not a party information or statement (except any Underwriters' Information) in any Selling Shareholders' Information related to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 such Selling Shareholder or in trust for and on behalf any certificate or other document of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement Selling Shareholder delivered pursuant to this Agreement that at the time and in light of the circumstances under which corrects any untrue statement it was made contains or omission or is alleged omission that is the basis of to contain (i) a claim by a party against such Indemnified Party and that is requiredmisrepresentation, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.or

Rights of Indemnity. (1i) The Corporation covenants and Company agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents Underwriters and each of their affiliates and their respective affiliates, and each and every one of the directors, officers, employeesemployees and agents, partners and agents each person, if any, controlling any Underwriter or any of the Agents its subsidiaries and each shareholder of any Underwriter (individually, an “Indemnified Party” and collectively, the “Indemnified Parties” and individually an “Indemnified Party”) harmless from and against any and all expenses, losses (excluding loss other than losses of profitsprofit or other consequential damages in connection with the distribution of the Securities), costs, expenses, claims, actions, damages (other than consequential or punitive damages) or and liabilities, joint or several (solidary, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings proceedings, investigations or claims claims, commenced or threatened, and any and all reasonable expenses including the reasonable fees and expenses of their counsel of any Underwriter that may be reasonably incurred in advising with respect to investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the Indemnified Parties) “Claims”), to which any an Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expensesthe Claims are caused by, lossesresult from, claims, damages, liabilities or actions arise out of or are basedbased upon, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason of: (aA) any information or statement (except any information, statement or omission relating solely to the Underwriters made in reliance upon and in conformity with written information furnished to the Company by any Underwriter, specifically for use in the Preliminary Offering Documents, the Amended Preliminary Offering Documents, the Offering Documents or any Offering Document Amendment) contained in this Agreementthe Preliminary Offering Documents, the Corporation’s publicly available disclosed documents filed on SEDAR Amended Preliminary Offering Documents, the Offering Documents or elsewhere, any Offering Document Amendment or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation Company delivered hereunder or pursuant heretoto this Agreement that, which at the that time and in light of the circumstances under which it was made, contains or is alleged to contain (i) a misrepresentation; or (ii) an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (B) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission or other competent authority based upon any actual or alleged untrue statement of a material fact or omission to state a material fact required to be stated or necessary to make any statement not misleading in light of the circumstances under which it was made contains or is alleged to contain a any misrepresentation or alleged misrepresentation (except any misstatement information, statement or omission relating solely to the Underwriters made in reliance upon and in conformity with written information furnished to the Company by any Underwriter, specifically for use in the Preliminary Offering Documents, the Amended Preliminary Offering Documents the Offering Documents or any Offering Document Amendment) contained in the Preliminary Offering Documents, the Amended Preliminary Offering Documents, the Offering Documents or any Offering Document Amendment, preventing or restricting the trading in or the sale or distribution of a material factthe Securities in any jurisdiction; (bC) the omission non-compliance or alleged omission to state in in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared non-compliance by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in Company with any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Canadian Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspectionUnited States Securities Laws; or (eD) any breach by the Company of a representation its representations, warranties, covenants or warranty obligations to be complied with under this Agreement. (ii) The rights of the Corporation indemnity contained in this Agreement or Section 19 will not inure to the failure benefit of the Corporation to comply with Indemnified Parties if the person asserting any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing claim contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (19 was not provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to by the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided Parties with a copy of any amendment Offering Document or supplement to this Agreement Offering Document Amendment which corrects any untrue statement or information, misrepresentation (for the purposes of Canadian Securities Laws or United States Securities Laws) or omission or alleged omission that which is the basis of a claim by a party against such Indemnified Party the Claim and that which is required, required under the Applicable Securities Laws, Laws to be delivered to such party that person by the AgentsUnderwriters or Selling Firms. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) ‌ The Corporation covenants and hereby agrees to protect, indemnify, indemnify and save hold harmless, each the Underwriters, their affiliates, other syndicate members and the affiliates of the Agents and their respective affiliatessuch syndicate members, and each and every one of the their respective directors, officers, employees, partners partners, agents, advisors and agents of shareholders (collectively, the Agents (“Indemnified Parties” and individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all expenses, losses (excluding other than loss of profits), claims, actions, damages (other than consequential or punitive damages) or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims claims), and the reasonable fees and expenses of their its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) Underwriters, to which any Indemnified Party Underwriter and/or their personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Underwriters or Indemnified Parties (hereunder or any of them), whether directly or indirectly, including by reason of: (a) any information or statement contained otherwise in connection with the matters referred to in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhereprovided, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant heretohowever, which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or any misstatement of a material fact; (b) the omission or alleged omission to state in in that this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, any material fact required to be stated therein or necessary to make any statement therein not misleading in light of the circumstances in which it was made; (c) any order made, or inquiry, investigation or proceeding commenced by any securities regulatory authority or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or omission in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts the trading in any of the Corporation’s securities or the distribution or distribution to the public, as the case may be, of any of the Offered Shares in any of the Qualifying Jurisdictions; (d) the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated herein, including the Corporation’s non-compliance with any statutory requirement to make any document available for inspection; or (e) any breach of a representation or warranty of the Corporation contained in this Agreement or the failure of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and indemnity shall not apply to an Indemnified Party to the extent that a court of competent jurisdiction in a final judgment that has become non- non-appealable shall determine that that: (ai) the Agents and their respective affiliates have such Indemnified Party has been negligent or have dishonest or has committed any wilful misconduct or fraudulent or illegal act in the course of such performance of services; and (ii) the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damagesdamages or liabilities, liabilities or actions were caused or incurred by the gross negligence, fraud or wilful misconduct of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of as to which indemnification is or might reasonably be considered to be providedclaimed, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made were directly caused by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not actions referred to be unreasonably withheldin (i) above. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) The Corporation covenants and agrees to protect, indemnify, indemnify and save harmless, harmless the Agent and each of the Agents and their respective subsidiaries and affiliates, and each and every one of the their respective directors, officers, partners, employees, partners agents and agents controlling persons (if any), and each shareholder of the Agents (individuallyAgent, an “Indemnified Party” and collectivelythe successors and assigns of all the foregoing persons, the “Indemnified Parties”) harmless from and against any all liabilities (joint and all expensesseveral), claims (including, without limitation, securityholder or derivative actions, arbitration proceedings or otherwise), losses (excluding loss other than losses of profitsprofit), claims, actions, damages (other than consequential or punitive damages) or liabilities, joint or several (including the aggregate amount paid in settlement of any actions, suits, proceedings or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claimscosts, damages, liabilities expenses, proceedings, suits or actions arise out of (and to reimburse such parties for any legal and other expenses reasonably incurred by such parties in connection with investigating or defending any such action or claim as such expenses are basedincurred), in any way caused by, or arising directly or indirectlyindirectly from, upon or in consequence of the performance engagement and activities of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectlyAgent, including by reason ofwithout limitation: (ai) any information or statement (except any Agent's Information) contained in this Agreementthe Prospectus, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, including any Supplementary Material or in any other material prepared by the Corporation used for marketing the Offering or any certificate certificates of the Corporation delivered hereunder or pursuant heretoto this Agreement, which at the time and in the light of the circumstances under which it was made contains or is is‌ alleged to contain a misrepresentation or any misstatement within the meaning of a material factapplicable Securities Laws; (bii) the any omission or alleged omission to state in in this Agreementthe Prospectus, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in including any other material prepared by the Corporation used for marketing the Offering Supplementary Materials or any certificate certificates of the Corporation delivered hereunder or pursuant heretoto this Agreement, any material fact required to be stated therein in such document or necessary to make any statement therein in such document not misleading in light of the circumstances in under which it was mademade and also including an omission or alleged omission that would be a misrepresentation within the meaning of applicable Securities Laws; (ciii) any misrepresentation or alleged misrepresentation (except a misrepresentation or alleged misrepresentation which is based upon information relating solely to the Agent and furnished in writing to the Corporation by the Agent or the Agent's counsel, as the case may be, expressly for inclusion in the Prospectus) contained in or incorporated by reference into the Prospectus including any Supplementary Materials or in any other document or material filed or delivered by or on behalf of the Corporation pursuant hereto or any other information filed with the Securities Regulators in compliance, or intended compliance, with any Securities Laws;‌ (iv) any order made, prohibition or inquiryrestriction in trading made, or enquiry, investigation or proceeding proceedings commenced or threatened by any court, securities regulatory authority commission, stock exchange or other competent authority based upon any misrepresentation, untrue statement or omission actual or alleged untrue statement of a material fact or omission or any misrepresentation or alleged misrepresentation within the meaning of the applicable Securities Laws contained in this Agreement, or omitted from the Corporation’s publicly available disclosed documents filed on SEDAR Prospectus including any Supplementary Materials or elsewherebased upon any failure to comply with the applicable Securities Laws (other than any failure or alleged failure to comply by the Agent), or in any other material prepared by change of law or the Corporation used for marketing the Offering interpretation or any certificate of the Corporation delivered hereunder administration thereof which operates to prevent or pursuant hereto that prevents or restricts restrict the trading in any of the Corporation’s securities or the distribution sale or distribution to the public, as the case may be, of any of the Offered Shares Units in any of the Qualifying Jurisdictions;Jurisdictions or the United States;‌ (dv) the non-compliance or alleged non-compliance by the Corporation not complying with any requirement of Applicable Securities Laws or stock exchange requirements in connection with the transactions contemplated hereinby this Agreement, including the Corporation’s 's non-compliance with any statutory requirement to make any document available for inspection; or (evi) any breach of a representation or warranty of by the Corporation contained in of its representations, warranties, covenants or obligations to be complied with under this Agreement or any other document to be delivered pursuant to this Agreement,‌ provided, however, that in the failure case of the Corporation to comply with any of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1subsections 16(a)(i), the indemnification in Subsection 11(a)(1(v) does not and or (vi) only, no party shall not apply be entitled, to the extent that a court of competent jurisdiction in a final judgment judgement from which no appeal can be made has determined that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed any fraudulent or illegal act in the course of the professional services rendered to the Corporationliabilities, and (b) such expensesclaims, losses, claimscosts, damages, liabilities expenses, proceedings, suits or actions were primarily caused or incurred by the such party's breach of agreement, gross negligence, fraud or wilful willful misconduct, to indemnification from any person who has not engaged in such breach of agreement, gross negligence, fraud or willful misconduct of (provided that for greater certainty, the Agents. (3) If any matter or thing contemplated by foregoing shall not disentitle an Agent from claiming indemnification hereunder to the extent that the negligence, if any, relates to the Agent's failure to conduct adequate "due diligence"), and in such case the indemnity provided for in this Section 11 16 shall be asserted against cease to apply and the Indemnified Party (as defined herein) shall promptly reimburse the Corporation for any funds advanced to the Indemnified Party in respect of which indemnification is such liabilities, claims, losses, costs, damages, expenses, proceedings, suits or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheldactions. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporation, and the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered to such party by the Agents. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.

Rights of Indemnity. (1) The Corporation covenants and agrees to protect, indemnify, indemnify and save harmless, harmless each of the Agents and each of their respective affiliates, and each and every one of the directors, officers, employees, partners employees and agents of the Agents (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) harmless from and against any and all expenses, losses (excluding loss of profits)liabilities, claims, actionslosses, costs, damages (other than consequential or punitive damages) or liabilities, joint or several and expenses (including without limitation any legal fees or other expenses reasonably incurred by such persons in connection with defending or investigating any of the aggregate amount paid in settlement of any actionsabove, suits, proceedings or claims and the reasonable which legal fees and other expenses the Corporation shall reimburse such persons for forthwith upon demand), but excluding any loss of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Indemnified Parties) to which any Indemnified Party may become subject or otherwise involved profits and other consequential damages, in any capacity under any statute way caused by, or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, arising directly or indirectlyindirectly from, upon the performance of professional services rendered to the Corporation by the Indemnified Parties (or any of them), whether directly or indirectly, including by reason in consequence of: (ai) any information or statement (except any Agents’ Information) contained in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR Prospectus or elsewhere, any Prospectus Amendment or in any other material prepared by the Corporation used for marketing the Offering or any certificate of the Corporation delivered hereunder or pursuant hereto, to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a material misrepresentation or any misstatement an untrue statement of a material fact; (bii) the any omission or alleged omission to state in in this Agreementthe Prospectus, the Corporation’s publicly available disclosed documents filed on SEDAR or elsewhere, or in any other material prepared by the Corporation used for marketing the Offering Prospectus Amendment or any certificate of the Corporation delivered hereunder or pursuant heretoto this Agreement, any fact, whether material fact or not, required to be stated therein in such document or necessary to make any material statement therein not misleading in such document, in light of the circumstances in under which it was made, not misleading; (ciii) any order made, made or inquiryenquiry, investigation or proceeding proceedings commenced or threatened by any securities regulatory authority commission or other competent authority based upon any misrepresentation, untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation (except any Agents’ Information) contained in this Agreement, the Corporation’s publicly available disclosed documents filed on SEDAR Prospectus or elsewhere, any Prospectus Amendments or in based upon any failure to comply with Canadian Securities Laws (other material prepared than any failure or alleged failure to comply by the Corporation used for marketing the Offering Agents), preventing or any certificate of the Corporation delivered hereunder or pursuant hereto that prevents or restricts restricting the trading in any of the Corporation’s securities or the distribution sale or distribution to the public, as the case may be, of any of the Offered Shares Securities in any of the Qualifying Jurisdictions; (div) the non-compliance or alleged non-compliance by the Corporation not complying with any requirement of Applicable the Canadian Securities Laws or stock exchange requirements in connection with the transactions contemplated hereinLaws, including the Corporation’s non-non- compliance with any statutory requirement to make any document available for inspection; or (ev) any breach by the Corporation of a representation its representations, warranties, covenants or warranty obligations to be complied with under this Agreement. In no event shall this indemnity enure to the benefit of the Corporation contained in this Agreement or the failure Agents if a copy of the appropriate Final Prospectus (as then amended or supplemented, if the Corporation to comply with shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of its obligations hereunder. (2) Notwithstanding Subsection 11(a) (1), the indemnification in Subsection 11(a)(1) does not and shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non- appealable shall determine that (a) the Agents and their respective affiliates have been negligent or have committed to a person asserting any fraudulent or illegal act in the course of the professional services rendered to the Corporation, and (b) such expenses, losses, claims, damages, liabilities costs, expenses or actions were caused liabilities, if required by law so to have been delivered, at or incurred by prior to the gross negligence, fraud or wilful misconduct written confirmation of the Agents. (3) If any matter or thing contemplated by this Section 11 shall be asserted against any Indemnified Party in respect of which indemnification is or might reasonably be considered to be provided, such Indemnified Party will notify the Corporation in writing as soon as possible sale of the nature of such claim (provided that omission to so notify the Corporation will not relieve the Corporation of any liability that it may otherwise have to the Indemnified Party hereunder, except to the extent the Corporation is materially prejudiced by such omission) and the Corporation shall be entitled (but not required) to assume the defence of any suit brought to enforce such claim; provided, however, that the defence shall be through legal counsel reasonably acceptable Offered Securities to such Indemnified Party and that no settlement may be made by the Corporation or such Indemnified Party without the prior written consent of the other, such consent not to be unreasonably withheld. (4) In any such claim, such Indemnified Party shall have the right to retain other legal counsel to act on such Indemnified Party’s behalf, provided that the fees and disbursements of such other legal counsel shall be paid by such Indemnified Party, unless: (a) the employment of such counsel has been authorized by the Corporation; or (b) the Corporation has not assumed the defence and employed counsel thereof promptly after receiving notice of such claim; or (c) the named parties to any such claim include both the Indemnified Party and the Corporationperson, and if such Final Prospectus (as so amended or supplemented) would have cured the Indemnified Party has been advised by legal counsel thereto that representation of both the Corporation and the Indemnified Party by the same legal counsel would be inappropriate due to actual or potential differing interests between them; or (d) there are one or more defences available to the Indemnified Party which are different from and in addition to those available to the Corporation, provided that the Corporation shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties. (5) To the extent that any Indemnified Party is not a party to this Underwriting Agreement, the Agents shall obtain and hold the right and benefit of this Section 11 in trust for and on behalf of such Indemnified Party. (6) The Corporation hereby consents to personal jurisdiction in any court in which any claim that is subject to indemnification hereunder is brought against the Agents or any Indemnified Party and to the assignment of the benefit of this Section 11 to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation’s right or ability to contest the appropriate jurisdiction or forum for the determination of any such claims. (7) The rights of the Corporation contained in this Section 11 shall not enure to the benefit of any Indemnified Party if the Agents were provided with a copy of any amendment or supplement to this Agreement which corrects any untrue statement or omission or alleged omission that is the basis of a claim by a party against such Indemnified Party and that is required, under the Applicable Securities Laws, to be delivered defect giving rise to such party by the Agentslosses, claims, damages, costs, expenses or liabilities. (8) The Corporation shall not be liable under this Section 11 for any settlement of any claim or action effected without its prior written consent.