Common use of Sale of Placement Shares by Agent Clause in Contracts

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell such Placement Shares up to the amount specified and otherwise in accordance with the terms of such Placement Notice. Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 7(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, [Agent], for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “ExchangeNYSE”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. Agent [Agent] will provide written confirmation to the Company (including by email) email correspondence to each of the individuals at the Company set forth on Exhibit B, if receipt of such correspondence is actually acknowledged by any of the individuals to whom notice is sent, other than via auto reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent [Agent] pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent [Agent] (as set forth in Section 5(a7(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, Agent [Agent] may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the ExchangeNYSE, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, Agent [Agent] may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein in a Placement Notice has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by emailemail correspondence) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with the Company’s prior written consent. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which the Common Shares are purchased and sold Stock is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Nasdaq Stock Exchange Market LLC (the “ExchangeNasdaq”), ) to sell such Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. Agent will provide written confirmation to the Company (including by email) email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such dayTrading Day, the compensation payable by volume-weighted average price of the Company to Agent pursuant to Section 2 with respect to such salesPlacement Shares sold, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market . Agent shall not purchase Placement Shares for the Common Shares or its own account as principal unless expressly authorized to or through a market maker. After consultation with do so by the Company and subject to the terms of the in a Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, Shares and (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement4. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Shares are Stock is purchased and sold on the principal market on which the Common Shares are Stock is listed or quoted.

Sale of Placement Shares by Agent. Subject (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the CompanyAgent’s issuance acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange Nasdaq Global Market (the “Exchange”), to sell such the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of of, such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number and volume-weighted average price of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act415(a)(4), including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Shares Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. After consultation with the Company and subject prices and/or any other method permitted by law, including, but not limited to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful , subject, in selling Placement Sharesthe case of privately negotiated transactions, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure prior written consent by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementthe Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by emaila “Confirmation Notice”) to the Company by email notice (or other method mutually agreed to in writing by the parties) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject Subject to the terms of a Placement Notice and with the Placement Noticeprior written consent of the Company, the Agent may also sell Placement Shares in privately negotiated transactionsa public offering registered pursuant to the Registration Statement to the Agent as principal for its own account at a price agreed upon at the time of sale (an “Agent Purchase”) provided, however, that if during any period the Agent, together with its affiliates, holds an interest equal to or exceeding 5% of the Company’s outstanding Common Shares or voting power, then the aggregate number of Common Shares the Company may sell to Agent, together with its affiliates, during such period cannot exceed either 1% of the Company’s outstanding Common Shares or voting power before the sale. The If the Company acknowledges and agrees that (i) there can be no assurance that Agent engage in an Agent Purchase, the Company and Agent will be successful in selling Placement Shares, (ii) enter into a separate agreement setting forth the terms of such Agent will incur no liability or obligation to Purchase and the Company or any other person or entity if it does not sell Placement Shares for any reason other than will disclose such agreement in a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares separate Prospectus Supplement (as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementdefined below). For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. ‌ 5.1 Subject to the terms and conditions herein set forthforth herein, upon the CompanyIssuer’s issuance delivery and the Agent’s acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Issuer or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawslaws (including Securities Laws), all applicable IIROC dealer member rules and regulations Universal Market Integrity Rules (including section 5.1 thereof), the terms of the ATM Decisions applicable to the Agent, and the applicable rules of the New York Stock Exchange (CSE and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement and the Prospectus Supplement and the ATM Decisions applicable to the Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agent shall act as the agent of the Issuer with respect to the sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any such Offered Shares that may be offered for sale by the Issuer hereunder. 5.3 After consultation with the Issuer and subject to the terms of such a Placement Notice. Notice and the ATM Decisions, the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the CSE or any other Marketplace by any method permitted by law and constituting an ATM Distribution, including sales made directly on the CSE through a dealer that is a CSE participating organization and sales made on any other Marketplace through a Marketplace participant. 5.4 The Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Issuer, not later than the opening of 2:00‌ p.m. (Toronto time) on the Trading Day (as defined below) immediately following the each Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day; (b) the average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent’s Fee payable in respect of such sales; and (e) the Net Proceeds payable to the Issuer. 5.5 In each annual and interim financial statements and management discussion and analysis filed on SEDAR by the Issuer in respect of any quarter in which sales of Placement Shares were made by the Agent under this Agreement, the compensation payable by Issuer shall set forth with regard to such quarter the Company to Agent number of Placement Shares distributed pursuant to this Agreement during such financial period on the CSE or such other Marketplace together with such information as specified in Section 2 5.4 calculated on an aggregate basis for such financial period.For so long as the Offered Shares are listed on the CSE, the Issuer will provide the CSE with all information it requires with respect to such salesthe Offered Shares within the timelines prescribed by the CSE. 5.6 The Agent will deliver to the Issuer, for each month during which Offered Shares are sold through the Agent or distributed pursuant to this Agreement, and otherwise as reasonably requested by the Net Proceeds Issuer to enable the Issuer to meet its reporting requirements under Securities Laws or any applicable requirements of the CSE or any other Marketplace or the ATM Decisions, within three Business Days (or such lesser number of days as defined belowagreed to by the Parties) payable after the end of the month, a report stating the number of Offered Shares distributed pursuant to this Agreement during such month on the CSE or such other Marketplace together with such information as specified in Section 5.4 calculated on an aggregate monthly basis. Unless Securities Laws, the applicable requirements of the CSE or such other Marketplace or the ATM Decisions otherwise require, the Parties agree that the Agent’s report referred to in this Section 5.6 shall state the aggregate number of Offered Shares issued on all Settlement Dates occurring during the month together with such information as specified in Section 5.4 on an aggregate monthly basis.‌ 5.7 Notwithstanding anything to the Company, with an itemization of the deductions made by Agent (as contrary set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the this Agreement or a Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company Issuer acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement SharesShares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agent will incur no liability or obligation to the Company Issuer or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices practices, applicable laws, the terms of the ATM Decisions applicable to the Agent and the applicable rules of the CSE or any other Marketplace, to sell on behalf of the Issuer and as agent such Placement Shares as required provided under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted5.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Capital Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with the consent of the Company. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal Exchange. During the term of this Agreement, neither Agent nor any of its subsidiaries shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, Agent or (iii) any market on which making, bidding, stabilization or other trading activity with regard to the Common Shares are listed Stock or quotedrelated derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or any other law applicable to the Company.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Capital Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation to the Company (including by emailemail correspondence) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day to each of the individuals set forth on Schedule 3 on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Ordinary Shares or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges ; provided that in the event that the purchaser of Placement Shares in such privately negotiated transaction(s) will hold, following such purchase, 5% or more of the Company’s issued share capital or of the voting rights in the Company, then, upon and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Sharesas a condition to such issuance, (ii) Agent will incur no liability or obligation such purchaser shall deliver to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading an executed copy of an undertaking towards the Office of the Chief Scientists of the Israeli Ministry of Industry, Trade and sales practices to sell such Placement Shares Labor (the “OCS”) substantially in the form attached hereto as required under this Section Exhibit 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Ordinary Shares are purchased and sold is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, Notice will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable U.S. state and federal laws, rules and regulations and and, if applicable, the rules of the New York Stock NYSE MKT, LLC (the “NYSE-MKT” and, together with the TSX Venture Exchange (the “ExchangeTSXV”), the “Exchanges”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice, unless the Placement Notice has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement. The Agent will provide written confirmation (including by email) to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the average price realized, the compensation payable by the Company to the Agent pursuant to Section Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketat-the-market distribution” offering as defined in Rule 415 of the Securities ActNI 44-102, including without limitation sales made directly on the ExchangeNYSE-MKT, on any other existing trading market for the Common Shares in the United States or to or through a market makermaker in the United States. After consultation with With the Company and subject to prior written consent of the Company, which may be provided in the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactionstransactions in the United States. The Company acknowledges During the term of this Agreement, and notwithstanding anything to the contrary herein, the Agent agrees that (i) there can be in no assurance that Agent event will be successful it or any of its affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization, over-allotment or obligation other trading activity with regard to the Company Common Shares if such activity would be prohibited under Regulation M or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading anti-manipulation rules under the Securities Act and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement9.1 of NI 44-102. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedtraded on the NYSE-MKT.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance 's delivery and the Agent's acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Company or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawslaws (including Securities Laws), all applicable IIROC dealer member rules and regulations and Universal Market Integrity Rules (including section 5.1 thereof), the applicable rules of the New York Stock Exchange (TSXV and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement and the Prospectus, to sell such Placement Shares up to the amount specified and otherwise in accordance with the terms of such parameters set forth in the Placement Notice. . 5.2 It is understood and agreed that the Agent will provide written confirmation (including by email) shall act as the agent of the Company with respect to the Company sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement obligation to purchase any such Offered Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable that may be offered for sale by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. hereunder. 5.3 After consultation with the Company and subject to the terms of the a Placement Notice, the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the TSXV or any other Marketplace by any method permitted by law deemed to be and constituting an “at the market” offering as defined in Rule 415 of the Securities ActATM Distribution, including without limitation sales made directly on the Exchange, TSXV through a dealer that is a TSXV participating organization and sales made on any other existing trading market for Marketplace through a Marketplace participant. 5.4 The Agent will send by electronic mail (or such other method mutually agreed to in writing by the Parties) to the Designated Representatives of the Company, not later than 12:00 p.m. (Vancouver time) on the Trading Day immediately following the Trading Day on which any sales of Placement Shares have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day; (b) the average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent's Fee payable in respect of such sales; and (e) the Net Proceeds payable to the Company. 5.5 In each annual and interim period financial statements and management's discussion and analysis filed on SEDAR by the Company in respect of any financial period in which sales of Placement Shares were made by the Agent under this Agreement, the Company shall set forth with regard to such financial period the number and average selling price of Placement Shares sold through the Agent under this Agreement, the total gross proceeds received by the Company, the Net Proceeds received by the Company, and the total Agent's Fee paid by the Company to the Agent with respect to sales of Placement Shares pursuant to this Agreement. For so long as the Common Shares or to or through a market maker. After consultation with are listed on the TSXV, the Company and subject will provide the TSXV with all information it requires with respect to the terms Offered Shares within the timelines prescribed by the TSXV. 5.6 The Agent will deliver to the Company such documents and reports as are necessary to enable the Company to meet its reporting requirements under Securities Laws or any applicable requirements of the TSXV or any other Marketplace. Without limiting the foregoing: (a) within three Business Days (or such lesser number of days as agreed to by the Parties) after the end of each fiscal quarter of the Company during which Offered Shares are sold through the Agent or distributed pursuant to this Agreement, the Agent will deliver to the Company a report stating the number of Offered Shares distributed pursuant to this Agreement during such fiscal quarter on the TSXV or such other Marketplace together with such information as specified in Section 5.4 calculated on an aggregate quarterly basis. Unless Securities Laws, the applicable requirements of the TSXV or such other Marketplace otherwise require, the Parties agree that such report shall state the aggregate number of Offered Shares issued on all Settlement Dates occurring during the fiscal quarter together with such information as specified in Section 5.4 on an aggregate quarterly basis; and (b) within two Business Days (or such lesser number of days as agreed to by the Parties) after the end of each calendar month during which Offered Shares are sold through the Agent or distributed pursuant to this Agreement, the Agent will deliver to the Company a report stating the number of Offered Shares distributed pursuant to this Agreement during such calendar month on the TSXV or such other Marketplace together with such information as specified in Section 5.4 calculated on an aggregate monthly basis. Unless Securities Laws, the applicable requirements of the TSXV or such other Marketplace otherwise require, the Parties agree that such report shall be accompanied by a schedule indicating the aggregate number of Offered Shares sold and price per share paid under the ATM Distribution on a daily basis during each such calendar month. 5.7 Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The the Company acknowledges and agrees that (ia) there can be no assurance that the Agent will be successful in selling any Placement SharesShares or as to the price at which any Placement Shares are sold, if at all, and (iib) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices practices, applicable laws and the applicable rules of the TSXV or any other Marketplace, to sell on behalf of the Company and as agent such Placement Shares as required provided under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted5.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of any exchange on which the Common Stock may be quoted or listed, including, but not limited to, the OTC Bulletin Board (“OTCQB”) or the New York Stock Exchange or Nasdaq, as the case may be (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 and Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance 's delivery and the Agent's acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Company or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawslaws (including Securities Laws), all applicable XXXX dealer member rules and regulations and Universal Market Integrity Rules (including section 5.1 thereof), the applicable rules of the New York Stock Exchange (TSXV and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement and the Prospectus, to sell such Placement Shares up to the amount specified and otherwise in accordance with the terms of such parameters set forth in the Placement Notice. . 5.2 It is understood and agreed that the Agent will provide written confirmation (including by email) shall act as the agent of the Company with respect to the Company sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement obligation to purchase any such Offered Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable that may be offered for sale by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. hereunder. 5.3 After consultation with the Company and subject to the terms of the a Placement Notice, the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the TSXV or any other Marketplace by any method permitted by law deemed to be and constituting an “at the market” offering as defined in Rule 415 of the Securities ActATM Distribution, including without limitation sales made directly on the Exchange, TSXV through a dealer that is a TSXV participating organization and sales made on any other existing trading market for Marketplace through a Marketplace participant. 5.4 The Agent will send by electronic mail (or such other method mutually agreed to in writing by the Parties) to the Designated Representatives of the Company, not later than 12:00 p.m. (Vancouver time) on the Trading Day immediately following the Trading Day on which any sales of Placement Shares have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day; (b) the average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent's Fee payable in respect of such sales; and (e) the Net Proceeds payable to the Company. 5.5 In each annual and interim period financial statements and management's discussion and analysis filed on SEDAR+ by the Company in respect of any financial period in which sales of Placement Shares were made by the Agent under this Agreement, the Company shall set forth with regard to such financial period the number and average selling price of Placement Shares sold through the Agent under this Agreement, the total gross proceeds received by the Company, the Net Proceeds received by the Company, and the total Agent's Fee paid by the Company to the Agent with respect to sales of Placement Shares pursuant to this Agreement. For so long as the Common Shares or to or through a market maker. After consultation with are listed on the TSXV, the Company and subject will provide the TSXV with all information it requires with respect to the terms Offered Shares within the timelines prescribed by the TSXV. 5.6 The Agent will deliver to the Company such documents and reports as are necessary to enable the Company to meet its reporting requirements under Securities Laws or any applicable requirements of the TSXV or any other Marketplace. Without limiting the foregoing: (a) within three Business Days (or such lesser number of days as agreed to by the Parties) after the end of each fiscal quarter of the Company during which Offered Shares are sold through the Agent or distributed pursuant to this Agreement, the Agent will deliver to the Company a report stating the number of Offered Shares distributed pursuant to this Agreement during such fiscal quarter on the TSXV or such other Marketplace together with such information as specified in Section 5.4 calculated on an aggregate quarterly basis. Unless Securities Laws, the applicable requirements of the TSXV or such other Marketplace otherwise require, the Parties agree that such report shall state the aggregate number of Offered Shares issued on all Settlement Dates occurring during the fiscal quarter together with such information as specified in Section 5.4 on an aggregate quarterly basis; and (b) within two Business Days (or such lesser number of days as agreed to by the Parties) after the end of each calendar month during which Offered Shares are sold through the Agent or distributed pursuant to this Agreement, the Agent will deliver to the Company a report stating the number of Offered Shares distributed pursuant to this Agreement during such calendar month on the TSXV or such other Marketplace together with such information as specified in Section 5.4 calculated on an aggregate monthly basis. Unless Securities Laws, the applicable requirements of the TSXV or such other Marketplace otherwise require, the Parties agree that such report shall be accompanied by a schedule indicating the aggregate number of Offered Shares sold and price per share paid under the ATM Distribution on a daily basis during each such calendar month. 5.7 Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The the Company acknowledges and agrees that (ia) there can be no assurance that the Agent will be successful in selling any Placement SharesShares or as to the price at which any Placement Shares are sold, if at all, and (iib) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices practices, applicable laws and the applicable rules of the TSXV or any other Marketplace, to sell on behalf of the Company and as agent such Placement Shares as required provided under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted5.

Sale of Placement Shares by Agent. Subject (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the CompanyAgent’s issuance acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Market (the “Exchange”), to sell such the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of of, such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act415(a)(4), including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Shares Stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market maker. After consultation with the Company and subject prices and/or any other method permitted by law, including, but not limited to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful , subject, in selling Placement Sharesthe case of privately negotiated transactions, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure prior written consent by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementthe Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, Agent will use its their commercially reasonable efforts consistent with its their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Market (the “Exchange”), ) to sell such Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of of, such Placement Notice. Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions, subject to approval by the Company. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, and (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its their commercially reasonable efforts consistent with its their normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactionstransactions with the prior written consent of the Company. “Trading Day” means any day on which Common Stock is traded on the Exchange. During the term of this Agreement, neither Agent nor any of its affiliates or subsidiaries shall engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, Agent or (iii) any market making, bidding, stabilization or other trading activity with regard to the Common Stock or related derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. The Company acknowledges and agrees that (i1) there can be no assurance that Agent will be successful in selling Placement Shares, (ii2) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Section 3, Agreement and (iii3) Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement. For , except as otherwise agreed in writing by Agent and the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedCompany.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Select Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation subject to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementprior written consent of the Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal Exchange. During the term of this Agreement, the Agent shall not, directly or indirectly, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that the Agent does not own or any sale that is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) any market on which making, bidding, stabilization or other trading activity with regard to the Common Shares are listed Stock or quotedrelated derivative securities, in each case, if such activity would be prohibited in any material respect under Regulation M or other anti-manipulation rules under the Securities Act, the Securities Act Regulations, or any other law or regulation applicable to the Agent.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the each Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the prices at which the Placement Shares were sold or the volume-weighted average price of the Placement Shares sold, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares (i) by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation , and (ii) by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company and subject Company’s prior written consent; provided, however, all sales of Placement Shares shall be conducted so as to the qualify as a “public offering,” as those terms are used in Rule 5635(d) of the Placement NoticeExchange listing rules. During the term of this Agreement, neither the Agent may also sell Placement Shares nor any of its affiliates or subsidiaries, shall, for their own respective accounts, engage in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Sharesany short sale of any security of the Company, (ii) Agent will incur no liability or obligation to any sale of any security of the Company that the Agent or such affiliate or subsidiary does not own or any other person sale which is consummated by the delivery of a security of the Company borrowed by, or entity if it does not sell Placement Shares for any reason other than a failure by the account of, the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell or such Placement Shares as required under this Section 3affiliate or subsidiary, and or (iii) in any proprietary trading account or otherwise for the Agent (or its affiliates’ or subsidiaries’) own account. Notwithstanding the foregoing, these restrictions shall be under no obligation not apply to purchase Shares bona fide transactions executed by the Agent on a principal basis pursuant to this Agreement. For behalf and at the purposes hereof, “Trading Day” means direction of any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedof its third party customer accounts.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the CompanyIssuer’s issuance delivery and the Agent’s acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Issuer or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawslaws (including Securities Laws), all applicable IIROC dealer member rules and regulations Universal Market Integrity Rules (including, without limitation, section 5.1 thereof), and the applicable rules of the New York Stock Exchange (TSX and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement and the Prospectus Supplement applicable to the Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agent shall act as the agent of the Issuer with respect to the sale of Offered Shares in accordance with the terms and conditions hereof. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the Agent will not have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Issuer delivers a Placement Notice to the Agent, which Placement Notice has not been declined, suspended or otherwise terminated in accordance with the terms of such this Agreement, and then only upon the terms specified therein and herein. It is also expressly acknowledged that the Agent will be under no obligation to purchase any Offered Shares that may be offered for sale by the Issuer hereunder. 5.3 After consultation with the Issuer and subject to the terms of a Placement Notice. , the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the TSX or any other Marketplace by any method permitted by law and constituting an ATM Distribution, including sales made directly on the TSX through a dealer that is a TSX participating organization and sales made on any other Marketplace through a Marketplace participant. 5.4 The Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Issuer, not later than the opening of 2:00 p.m. (Toronto time) on the Trading Day (as defined below) immediately following the Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day; (b) the average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent’s Fee payable in respect of such sales; and (e) the Net Proceeds payable to the Issuer. 5.5 In each annual and interim financial statements and management discussion and analysis filed on SEDAR by the Issuer, the compensation Issuer shall set forth with regard to such applicable period: (a) the number and average price of Offered Shares distributed under the Prospectus; (b) the aggregate gross and aggregate net proceeds raised; and (c) the aggregate commissions paid or payable by under the Company to Agent pursuant to Section 2 Prospectus during the annual or interim period, as applicable. 5.6 For so long as the Shares are listed on the TSX, the Issuer will provide the TSX with all information it requires with respect to such sales, and the Net Proceeds (as defined below) payable Offered Shares within the timelines prescribed by the TSX. 5.7 Notwithstanding anything to the Company, with an itemization of the deductions made by Agent (as contrary set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the this Agreement or a Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company Issuer acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement SharesShares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agent will incur no liability or obligation to the Company Issuer or any other person or entity if it does they do not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices practices, applicable laws and the applicable rules of the TSX or any other Marketplace, to sell on behalf of the Issuer and as agent such Placement Shares as required provided under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted5.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance Corporation's delivery and the Agent's acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Corporation or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawsLaws (including Securities Laws), all applicable IIROC dealer member rules and regulations Universal Market Integrity Rules (including section 5.1 thereof), and the applicable rules of the New York Stock Exchange (CSE and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement, the Prospectus and the ATM Decision applicable to the Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agent shall act as the agent of the Corporation with respect to the sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any such Offered Shares that may be offered for sale by the Corporation hereunder. 5.3 After consultation with the Corporation and subject to the terms of a Placement Notice and the ATM Decision, the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the CSE or any other Marketplace by any method permitted by law and constituting an ATM Distribution, including sales made directly on the CSE through a dealer that is a registered dealer with the CSE and sales made on any other Marketplace through a Marketplace participant. The Agent acknowledges and agrees that the number of Placement Shares sold directly on the CSE and any other Marketplace in Canada pursuant to an ATM Distribution on any Trading Day shall not exceed, in the aggregate, 25% of the total trading volume of the Subordinate Voting Shares on the CSE and any other Marketplace in Canada on such Placement Notice. day unless otherwise permitted by additional exemptive relief. 5.4 The Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Corporation, not later than the opening of 12:00 noon (British Columbia time) on the Trading Day (as defined below) immediately following the Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day, ; (b) the compensation average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent's Fee payable by the Company to Agent pursuant to Section 2 with in respect to of such sales, and ; and (e) the Net Proceeds (as defined below) payable to the CompanyCorporation. 5.5 The Agent will deliver to the Corporation, with an itemization for each fiscal quarter of the deductions made by Corporation during which Offered Shares are sold through the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis distributed pursuant to this Agreement. For , and otherwise as reasonably requested by the purposes hereofCorporation to enable the Corporation to meet its quarterly reporting requirements under Securities Laws or any applicable requirements of the CSE or any other Marketplace or the ATM Decision, “Trading Day” means any day on which Common within three Business Days (or such lesser number of days as agreed to by the Parties) after the end of the fiscal quarter, a report stating the number of Offered Shares are purchased and sold distributed pursuant to this Agreement during such fiscal quarter on the principal market CSE or such other Marketplace together with such information as specified in Section 5.4 calculated on which an aggregate quarterly basis. Unless Securities Laws, the Common applicable requirements of the CSE or such other Marketplace or the ATM Decision otherwise require, the Parties agree that the Agent's report referred to in this Section 5.5 shall state the aggregate number of Offered Shares are listed or quotedissued on all Settlement Dates occurring during the fiscal quarter together with such information as specified in Section 5.4 on an aggregate quarterly basis.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “Exchange”), to sell such Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the American Stock Exchange (the “Exchange”), on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, and (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which the Common Shares Stock are purchased and sold on the principal market on which the Common Shares Stock are listed or quoted.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York NASDAQ Stock Exchange Market LLC (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. The Company acknowledges and agrees that During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries shall engage in (i) there can be no assurance that Agent will be successful in selling Placement Shares, any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent will incur no liability does not own or obligation any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent. Neither the Agent nor any of its affiliates or subsidiaries shall engage in any proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding anything to the Company contrary, nothing in this Agreement shall limit the Agent’s ability or capacity to trade any other person security of Company, including short sales, in any transaction relating to bona fide errors or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedspecial settlements.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the CompanyCorporation’s issuance delivery and the applicable Agent’s acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Corporation or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the applicable Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawsLaws (including Securities Laws), all applicable Investment Industry Regulatory Organization of Canada dealer member rules and regulations Universal Market Integrity Rules (including section 5.1 thereof), and the applicable rules of the New York Stock Exchange (TSX and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement and the Prospectus applicable to the applicable Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agents shall act, severally and not jointly, as agents of the Corporation with respect to the sale of Offered Shares in accordance with the terms and conditions hereof, and each Agent is and will be under no obligation to purchase any such Offered Shares that may be offered for sale by the Corporation hereunder. 5.3 After consultation with the Corporation and subject to the terms of such a Placement Notice. , an Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the TSX or any other Marketplace by any method permitted by law and constituting an ATM Distribution, including sales made directly on the TSX through a dealer that is a registered member or participating organization of the TSX and sales made on any other Marketplace through a Marketplace participant. 5.4 The applicable Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Corporation, not later than the opening of 12:00 noon (Toronto time) on the Trading Day (as defined below) immediately following the Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day, ; (b) the compensation average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agents’ Fee payable by the Company to Agent pursuant to Section 2 with in respect to of such sales, and ; and (e) the Net Proceeds (as defined below) payable to the CompanyCorporation. 5.5 The Agents will deliver to the Corporation, with an itemization for each fiscal quarter of the deductions made by Agent (as set forth in Section 5(a)) from Corporation during which Offered Shares are sold through the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Agents or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis distributed pursuant to this Agreement, and otherwise as reasonably requested by the Corporation to enable the Corporation to meet its quarterly reporting requirements under Securities Laws or any applicable requirements of the TSX or any other Marketplace, within three Business Days (or such lesser number of days as agreed to by the Parties) after the end of the fiscal quarter, a report stating the number of Offered Shares distributed pursuant to this Agreement during such fiscal quarter on the TSX or such other Marketplace together with such information as specified in Section 5.4 calculated on an aggregate quarterly basis. Unless Securities Laws, the applicable requirements of the TSX or such other Marketplace otherwise require, the Parties agree that the Agents’ report referred to in this Section 5.5 shall state the aggregate number of Offered Shares issued on all Settlement Dates occurring during the fiscal quarter together with such information as specified in Section 5.4 on an aggregate quarterly basis. 5.6 For the purposes hereofavoidance of doubt, “Trading Day” means any day on which Common Shares are purchased the obligations of the Agents under this Agreement shall be several and sold on the principal market on which the Common Shares are listed or quotednot joint.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, Notice will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable U.S. state and federal laws, rules and regulations and and, if applicable, the rules of the New York NYSE MKT, LLC (the “NYSE” and, together with the Toronto Stock Exchange (the “ExchangeTSX”), the “Exchanges”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice, unless the Placement Notice has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement. The Agent will provide written confirmation (including by email) to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the average price realized, the compensation payable by the Company to the Agent pursuant to Section Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 415(a)(4) of the Securities ActAct Regulations, including without limitation sales made directly on or through the Exchange, on NYSE or any other existing trading market for the Common Shares in the United States, in negotiated transactions at market prices prevailing at the time of sale or at prices related to or through a such prevailing market makerprices and/or any other method permitted by law. After consultation with During the Company term of this Agreement, and subject notwithstanding anything to the terms of contrary herein, the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be in no assurance that Agent event will be successful it or any of its affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization, over-allotment or obligation other trading activity with regard to the Company Common Shares if such activity would be prohibited under Regulation M or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required anti-manipulation rules under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementthe Securities Act. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedtraded on the NYSE.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance Corporation's delivery and the Agent's acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Corporation or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawsLaws (including Securities Laws), all applicable IIROC dealer member rules and regulations Universal Market Integrity Rules (including section 5.1 thereof), and the applicable rules of the New York Stock Exchange (TSX-V and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement and the Prospectus applicable to the Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agent shall act as the agent of the Corporation with respect to the sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any such Offered Shares that may be offered for sale by the Corporation hereunder. 5.3 After consultation with the Corporation and subject to the terms of such a Placement Notice. , the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the TSX- V or any other Marketplace by any method permitted by law and constituting an ATM Distribution, including sales made directly on the TSX-V through a dealer that is a registered member or participating organization of the TSX-V and sales made on any other Marketplace through a Marketplace participant. 5.4 The Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Corporation, not later than the opening of 12:00 noon (British Columbia time) on the Trading Day (as defined below) immediately following the Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day, ; (b) the compensation average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent's Fee payable by the Company to Agent pursuant to Section 2 with in respect to of such sales, and ; and (e) the Net Proceeds (as defined below) payable to the CompanyCorporation. 5.5 The Agent will deliver to the Corporation, with an itemization for each fiscal quarter of the deductions made by Corporation during which Offered Shares are sold through the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis distributed pursuant to this Agreement. For , and otherwise as reasonably requested by the purposes hereofCorporation to enable the Corporation to meet its quarterly reporting requirements under Securities Laws or any applicable requirements of the TSX-V or any other Marketplace, “Trading Day” means any day on which Common within three Business Days (or such lesser number of days as agreed to by the Parties) after the end of the fiscal quarter, a report stating the number of Offered Shares are purchased and sold distributed pursuant to this Agreement during such fiscal quarter on the principal market TSX-V or such other Marketplace together with such information as specified in Section 5.4 calculated on which an aggregate quarterly basis. Unless Securities Laws, the Common applicable requirements of the TSX-V or such other Marketplace otherwise require, the Parties agree that the Agent's report referred to in this Section 5.5 shall state the aggregate number of Offered Shares are listed or quotedissued on all Settlement Dates occurring during the fiscal quarter together with such information as specified in Section 5.4 on an aggregate quarterly basis.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance Corporation's delivery and the Agent's acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Corporation or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, Agentthe Agent will, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawsLaws (including Securities Laws), all applicable IIROC dealer member rules and regulations Universal Market Integrity Rules (including section 5.1 thereof), and the applicable rules of the New York Stock Exchange (TSX and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement and the Prospectus applicable to the Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agent shall act as the agent of the Corporation with respect to the sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any such Offered Shares that may be offered for sale by the Corporation hereunder. 5.3 After consultation with the Corporation and subject to the terms of such a Placement Notice. , the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the TSX or any other Marketplace by any method permitted by Law and constituting an ATM Distribution, including sales made directly on the TSX through a dealer that is a registered member or participating organization of the TSX and sales made on any other Marketplace through a Marketplace participant. 5.4 The Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Corporation, not later than the opening of 2:00 p.m. (Toronto time) on the Trading Day (as defined below) immediately following the Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information:‌ (a) the number of Placement Shares sold on such day, ; (b) the compensation average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent's Fee payable by the Company to Agent pursuant to Section 2 with in respect to of such sales, and ; and (e) the Net Proceeds (as defined below) payable to the CompanyCorporation. 5.5 The Agent will deliver to the Corporation, with an itemization for each fiscal quarter of the deductions made by Corporation during which Offered Shares are sold through the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis distributed pursuant to this Agreement. For , and otherwise as reasonably requested by the purposes hereofCorporation to enable the Corporation to meet its quarterly reporting requirements under Securities Laws or any applicable requirements of the TSX or any other Marketplace, “Trading Day” means any day on which Common within three Business Days (or such lesser number of days as agreed to by the Parties) after the end of the fiscal quarter, a report stating the number of Offered Shares are purchased and sold distributed pursuant to this Agreement during such fiscal quarter on the principal market TSX or such other Marketplace together with such information as specified in Section 5.4 calculated on which an aggregate quarterly basis. Unless Securities Laws or the Common applicable requirements of the TSX or such other Marketplace otherwise require, the Parties agree that the Agent's report referred to in this Section 5.5 shall state the aggregate number of Offered Shares are listed or quoted.issued on all Settlement Dates occurring during the fiscal quarter together with such information as specified in Section 5.4 on an aggregate quarterly basis.‌

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York NASDAQ Stock Exchange Market LLC (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market makerAct Regulations. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. The Company acknowledges and agrees that During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries shall engage in (i) there can be no assurance that Agent will be successful in selling Placement Shares, any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent will incur no liability does not own or obligation any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent. Neither the Agent nor any of its affiliates or subsidiaries shall engage in any proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding anything to the Company contrary, nothing in this Agreement shall limit the Agent’s ability or capacity to trade any other person security of Company, including short sales, in any transaction relating to bona fide errors or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedspecial settlements.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange Nasdaq Capital Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act. During the term of this Agreement, including without limitation sales made directly on neither the ExchangeAgent nor any of its affiliates or subsidiaries, on any other existing trading market shall, for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Noticetheir own respective accounts, Agent may also sell Placement Shares engage in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Sharesany short sale of any security of the Company, (ii) Agent will incur no liability or obligation to any sale of any security of the Company that the Agent or such affiliate or subsidiary does not own or any other person sale which is consummated by the delivery of a security of the Company borrowed by, or entity if it does not sell Placement Shares for any reason other than a failure by the account of, the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell or such Placement Shares as required under this Section 3affiliate or subsidiary, and or (iii) in any proprietary trading account or otherwise for the Agent (or its affiliates’ or subsidiaries’) own account. Notwithstanding the foregoing, these restrictions shall be under no obligation not apply to purchase Shares bona fide transactions executed by the Agent on behalf and at the direction of any of its third party customer accounts; provided however Rxxx will withdraw from market making activities upon the receipt of a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedPlacement Notice.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, Notice will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable U.S. state and federal laws, rules and regulations and and, if applicable, the rules of the New York NYSE MKT, LLC (the “NYSE” and, together with the Toronto Stock Exchange (the “ExchangeTSX”), the “Exchanges”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice, unless the Placement Notice has been declined, suspended or otherwise terminated in accordance with the terms of this Agreement. The Agent will provide written confirmation (including by email) to the Company to each of the individuals set forth on Schedule 3 no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the average price realized, the compensation payable by the Company to the Agent pursuant to Section Schedule 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketat-the-market distribution” offering as defined in Rule 415 of the Securities ActNI 44-102, including without limitation sales made directly on the ExchangeNYSE, on any other existing trading market for the Common Shares in the United States or to or through a market makermaker in the United States. After consultation with With the Company and subject to prior written consent of the Company, which may be provided in the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactionstransactions in the United States. The Company acknowledges During the term of this Agreement, and notwithstanding anything to the contrary herein, the Agent agrees that (i) there can be in no assurance that Agent event will be successful it or any of its affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization, over-allotment or obligation other trading activity with regard to the Company Common Shares if such activity would be prohibited under Regulation M or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading anti-manipulation rules under the Securities Act and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement9.1 of NI 44-102. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedtraded on the NYSE.

Sale of Placement Shares by Agent. ‌ 5.1 Subject to the terms and conditions herein set forthforth herein, upon the CompanyIssuer’s issuance delivery and the Agent’s acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Issuer or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawslaws (including Securities Laws), all applicable IIROC dealer member rules and regulations Universal Market Integrity Rules (including section 5.1 thereof), the terms of the French Translation Exemption applicable to the Agent, and the applicable rules of the New York Stock Exchange (CSE and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement and the Prospectus Supplement and the French Translation Exemption applicable to the Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agent shall act as the agent of the Issuer with respect to the sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any such Offered Shares that may be offered for sale by the Issuer hereunder. 5.3 After consultation with the Issuer and subject to the terms of such a Placement Notice. Notice and the French Translation Exemption, the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the CSE or any other Marketplace by any method permitted by law and constituting an ATM Distribution, including sales made directly on the CSE through a dealer that is a CSE participating organization and sales made on any other Marketplace through a Marketplace participant. 5.4 The Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Issuer, not later than the opening of 2:00‌ p.m. (Toronto time) on the Trading Day (as defined below) immediately following the each Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day; (b) the average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent’s Fee payable in respect of such sales; and (e) the Net Proceeds payable to the Issuer. 5.5 In each annual and interim financial statements and management discussion and analysis filed on SEDAR by the Issuer in respect of any quarter in which sales of Placement Shares were made by the Agent under this Agreement, the compensation payable by Issuer shall set forth with regard to such quarter the Company to Agent number of Placement Shares distributed pursuant to this Agreement during such financial period on the CSE or such other Marketplace together with such information as specified in Section 2 5.4 calculated on an aggregate basis for such financial period. For so long as the Offered Shares are listed on the CSE, the Issuer will provide the CSE with all information it requires with respect to such salesthe Offered Shares within the timelines prescribed by the CSE. 5.6 The Agent will deliver to the Issuer, for each month during which Offered Shares are sold through the Agent or distributed pursuant to this Agreement, and otherwise as reasonably requested by the Net Proceeds Issuer to enable the Issuer to meet its reporting requirements under Securities Laws or any applicable requirements of the CSE or any other Marketplace, within three Business Days (or such lesser number of days as defined belowagreed to by the Parties) payable after the end of the month, a report stating the number of Offered Shares distributed pursuant to this Agreement during such month on the CSE or such other Marketplace together with such information as specified in Section 5.4 calculated on an aggregate monthly basis. Unless Securities Laws, the applicable requirements of the CSE or such other Marketplace otherwise require, the Parties agree that the Agent’s report referred to in this Section 5.6 shall state the aggregate number of Offered Shares issued on all Settlement Dates occurring during the month together with such information as specified in Section 5.4 on an aggregate monthly basis.‌ 5.7 Notwithstanding anything to the Company, with an itemization of the deductions made by Agent (as contrary set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the this Agreement or a Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company Issuer acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling any Placement SharesShares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Agent will incur no liability or obligation to the Company Issuer or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices practices, applicable laws, the terms of the French Translation Exemption applicable to the Agent and the applicable rules of the CSE or any other Marketplace, to sell on behalf of the Issuer and as agent such Placement Shares as required provided under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quoted5.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the Company’s issuance Issuer's delivery and the Agent's acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Issuer or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawslaws (including Securities Laws), all applicable IIROC dealer member rules and regulations Universal Market Integrity Rules (including, without limitation, section 5.1 thereof), and the applicable rules of the New York Stock Exchange (CSE and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement, the Prospectus and the ATM Decision applicable to the Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agent shall act as the agent of the Issuer with respect to the sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any such Offered Shares that may be offered for sale by the Issuer hereunder. 5.3 After consultation with the Issuer and subject to the terms of a Placement Notice and the ATM Decision, the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the CSE or any other Marketplace by any method permitted by law and constituting an ATM Distribution, including sales made directly on the CSE through a dealer that is a CSE Dealer and sales made on any other Marketplace through a Marketplace participant. The Agent acknowledges and agrees that the number of Placement Shares sold directly on the CSE and any other Marketplace in Canada pursuant to an ATM Distribution on any Trading Day shall not exceed, in the aggregate, 25% of the total trading volume of the Subordinate Voting Shares on the CSE and any other Marketplace in Canada on such Placement Notice. day unless otherwise permitted by additional exemptive relief. 5.4 The Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Issuer, not later than the opening of 12:00 noon (California time) on the Trading Day (as defined below) immediately following the Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day, ; (b) the compensation average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent's Fee payable by the Company to Agent pursuant to Section 2 with in respect to of such sales, and ; and (e) the Net Proceeds (as defined below) payable to the CompanyIssuer. 5.5 The Agent will deliver to the Issuer, with an itemization for each fiscal quarter of the deductions made by Issuer during which Offered Shares are sold through the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis distributed pursuant to this Agreement. For , and otherwise as reasonably requested by the purposes hereofIssuer to enable the Issuer to meet its quarterly reporting requirements under Securities Laws or any applicable requirements of the CSE or any other Marketplace or the ATM Decision, “Trading Day” means any day on which Common within three Business Days (or such lesser number of days as agreed to by the Parties) after the end of the fiscal quarter, a report stating the number of Offered Shares are purchased and sold distributed pursuant to this Agreement during such fiscal quarter on the principal market CSE or such other Marketplace together with such information as specified in Section 5.4 calculated on which an aggregate quarterly basis. Unless Securities Laws, the Common applicable requirements of the CSE or such other Marketplace or the ATM Decision otherwise require, the Parties agree that the Agent's report referred to in this Section 5.5 shall state the aggregate number of Offered Shares are listed or quotedissued on all Settlement Dates occurring during the fiscal quarter together with such information as specified in Section 5.4 on an aggregate quarterly basis.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NYSE MKT (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the price per share at which each sale of Placement Shares occurs on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the at-the-market” offering as defined in Rule 415 of the Securities ActAct Regulations, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares Stock or to or through a market maker. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares by any other method permitted by law, including but not limited to in privately negotiated transactions. The Company acknowledges During the term of this Agreement and notwithstanding anything to the contrary herein, the Agent agrees that (i) there can be in no assurance that event will the Agent will be successful or its affiliates engage in selling Placement Sharesany market making, (ii) Agent will incur no liability bidding, stabilization or obligation other trading activity with regard to the Company Common Stock or related derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act. The Agent also agrees that during the term of this Agreement in no event will it, or any other person of its affiliates, directly or entity if it does indirectly effect or agree to effect any Short Sales of the Company’s securities. For the purposes hereof, “Short Sales” shall include without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (iiias defined in Rule 16a-1(h) Agent shall be under no obligation to purchase Shares the Exchange Act) or similar arrangements (including on a principal basis pursuant to this Agreementtotal return basis), or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal market on which the Common Shares are listed or quotedExchange.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NASDAQ Global Select Market (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 415(a)(4) of the Securities ActAct Regulations, including without limitation sales made directly on or through the Exchange, on Exchange or any other existing trading market for the Common Shares or to or through a market makerStock. After consultation with the Company and subject Subject to the terms of the any Placement Notice, the Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Sharestransactions at market prices prevailing at the time of sale and/or any other method permitted by law, (ii) Agent will incur no liability or obligation subject to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreementprior written consent of the Company. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold Stock is traded on the principal Exchange. During the term of this Agreement, the Agent shall not, directly or indirectly, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO, (ii) any sale of any security of the Company that the Agent does not own or any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent or (iii) any market on which making, bidding, stabilization or other trading activity with regard to the Common Shares are listed Stock or quotedrelated derivative securities, in each case if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or any successors laws.

Sale of Placement Shares by Agent. 5.1 Subject to the terms and conditions herein set forthforth herein, upon the CompanyCorporation’s issuance delivery and the Agent’s acknowledgment of receipt of a Placement Notice, and unless the sale of the Placement Shares described therein has been declineddeclined by the Agent, suspended, suspended by the Corporation or the Agent (for as long as such suspension is in place) or otherwise terminated in accordance with the terms of this Agreementprovisions hereof, the Agent, for the period period(s) specified in the Placement NoticeNotice (subject to any No Trade Periods or other date specified in the Placement Notice on which Placement Shares may not be sold), will use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, and in compliance with all applicable state and federal lawsLaws (including Securities Laws), all applicable IIROC dealer member rules and regulations Universal Market Integrity Rules (including section 5.1 thereof), and the applicable rules of the New York Stock Exchange (CSE and any other applicable Marketplace, and upon the “Exchange”)terms and conditions set forth in this Agreement, the Prospectus applicable to the Agent, to sell such Placement Shares up to the amount specified and otherwise in accordance with parameters set forth in the Placement Notice. 5.2 It is understood and agreed that the Agent shall act as the agent of the Corporation with respect to the sale of Offered Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any such Offered Shares that may be offered for sale by the Corporation hereunder. 5.3 After consultation with the Corporation and subject to the terms of such a Placement Notice. , the Agent may sell the Placement Shares specified in the Placement Notice through the facilities of the CSE or any other Marketplace by any method permitted by law and constituting an ATM Distribution, including sales made directly on the CSE through a dealer that is a registered dealer with the CSE and sales made on any other Marketplace through a Marketplace participant. 5.4 The Agent will provide written confirmation send by electronic mail (including or such other method mutually agreed to in writing by emailthe Parties) to the Company no Designated Representatives of the Corporation, not later than the opening of 12:00 noon (British Columbia time) on the Trading Day (as defined below) immediately following the Trading Day on which it has made any sales of Placement Shares hereunder setting forth have been made hereunder, confirmation of the following information: (a) the number of Placement Shares sold on such day, ; (b) the compensation average price at which the Placement Shares were sold on such day; (c) the aggregate gross proceeds from the sales of Placement Shares on such day; (d) the total Agent’s Fee payable by the Company to Agent pursuant to Section 2 with in respect to of such sales, and ; and (e) the Net Proceeds (as defined below) payable to the CompanyCorporation. 5.5 The Agent will deliver to the Corporation, with an itemization for each fiscal quarter of the deductions made by Corporation during which Offered Shares are sold through the Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject to the terms of the Placement Notice, Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market maker. After consultation with the Company and subject to the terms of the Placement Notice, Agent may also sell Placement Shares in privately negotiated transactions. The Company acknowledges and agrees that (i) there can be no assurance that Agent will be successful in selling Placement Shares, (ii) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis distributed pursuant to this Agreement. For , and otherwise as reasonably requested by the purposes hereofCorporation to enable the Corporation to meet its quarterly reporting requirements under Securities Laws or any applicable requirements of the CSE or any other Marketplace, “Trading Day” means any day on which Common within three Business Days (or such lesser number of days as agreed to by the Parties) after the end of the fiscal quarter, a report stating the number of Offered Shares are purchased and sold distributed pursuant to this Agreement during such fiscal quarter on the principal market CSE or such other Marketplace together with such information as specified in Section 5.4 calculated on which an aggregate quarterly basis. Unless Securities Laws, the Common applicable requirements of the CSE or such other Marketplace otherwise require, the Parties agree that the Agent’s report referred to in this Section 5.5 shall state the aggregate number of Offered Shares are listed or quotedissued on all Settlement Dates occurring during the fiscal quarter together with such information as specified in Section 5.4 on an aggregate quarterly basis.

Sale of Placement Shares by Agent. Subject to the terms and conditions herein set forthprovisions of Section 5(a), upon the Company’s issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange NYSE American (the “Exchange”), to sell such the Placement Shares up to the amount specified specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written confirmation (including by email) to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(a5(b)) from the gross proceeds that it receives from such sales. After consultation with the Company and subject Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted by law deemed to be an “at the marketmarket offering” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on the Exchange, on any other existing trading market for the Common Shares or to or through a market makerAct Regulations. After consultation with the Company and subject Subject to the terms of the a Placement Notice, the Agent may also sell Placement Shares in privately by any other method permitted by law and the rules and regulations of the Exchange, including but not limited to negotiated transactions, with the Company’s prior written consent. The Company acknowledges and agrees that During the term of this Agreement, neither the Agent nor any of its affiliates or subsidiaries shall engage in (i) there can be no assurance that Agent will be successful in selling Placement Shares, any short sale of any security of the Company or (ii) any sale of any security of the Company that the Agent will incur no liability does not own or obligation any sale which is consummated by the delivery of a security of the Company borrowed by, or for the account of, the Agent. Neither the Agent nor any of its affiliates or subsidiaries shall engage in any proprietary trading or trading for the Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding anything to the Company contrary, nothing in this Agreement shall limit the Agent’s ability or capacity to trade any other person security of Company, including short sales, in any transaction relating to bona fide errors or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this Section 3, and (iii) Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement. For the purposes hereof, “Trading Day” means any day on which Common Shares are purchased and sold on the principal market on which the Common Shares are listed or quotedspecial settlements.