Common use of Sale of Placement Shares by the Agents Clause in Contracts

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day 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 (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the market distribution” under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IV.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the CorporationCompany’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, each of the applicable Agents will severally and not jointly use its their commercially reasonable efforts consistent with its their normal trading and sales practices to sell on behalf of the Corporation Company and as agentagents, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation Company acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States state and federal securities laws, including the U.S. United States Securities Act and of 1933, as amended (the “Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including Regulation M promulgated thereunder), all applicable Canadian Securities Laws, and, if applicable, and the rules of The Nasdaq Stock Market LLC (the NYSE and the TSX, “Principal Trading Market”) and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent Agents will provide written confirmation to the Corporation Company no later than the opening of the Trading Day immediately following the Trading Day on which it has they have made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesCompany. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made in compliance with Rule 415 of the ExemptionAct, including, including without limitation, limitation sales made directly on or through the NYSE and the TSXPrincipal Trading Market, or on any Canadian Marketplace or United States Marketplace. Each of other existing trading market for the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Common Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares solely in the United States is intended States, sales to create any impression or support any conclusion that it is acting as through a market maker other than on an underwriter exchange or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. During the Placement Shares in term of this Agreement, and notwithstanding anything to the Canadian Qualifying Jurisdictions. 4.2 The contrary herein, the Agents severally and not jointly acknowledge and agree that the aggregate number in no event will their or any of Placement Shares sold on the TSX and all their affiliates engage in any market making, bidding, stabilization or other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of activity with regard to the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is activity would be prohibited under Regulation M or other anti-manipulation rules under the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposedAct. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation Company acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation Company and as agent agents such Placement Shares as provided under this Article IVSection 3. For the purposes hereof, “Trading Day” means any day on which the Principal Trading Market is open for trading.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreementherein set forth, upon the CorporationCompany’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, each of Cowen, as the applicable Agents Agent executing the sales order, for the period specified in the Placement Notice, will severally and not jointly 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”) to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent Cowen will provide written confirmation to the Corporation Company (including by 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 day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the volume-weighted average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such salessold, and the Net Proceeds (as defined below) payable to the CorporationCompany. The applicable Agents also severally In the event the Company intends to conduct a sale of Placement Shares that would constitute a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act (a “Block Sale”), the Company will provide the Agents, at Xxxxx’x request and not jointly) agree upon reasonable advance notice to assist the Corporation with Company, on or prior to the Settlement Date (as defined below), the opinions of counsel, accountant’s letter and officers’ certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other periodic reporting documents and information as may be Cowen shall reasonably requested by the Corporation with respect to the sales of Placement Sharesrequest. Subject to the terms and conditions of the Placement Notice, the Agents Cowen may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionmarket” under NI 44-102 and made offering as defined in compliance with Rule 415 of the ExemptionSecurities Act, including, including without limitation, limitation sales made directly on the through NYSE and the TSX, or on any Canadian Marketplace or United States Marketplaceother existing trading market for the Common Stock. Each of the U.S. Agents, severally (and Cowen shall not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares for its own account as principal unless expressly authorized to do so by the Company in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation The Company acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents Cowen will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents Cowen to use their its commercially reasonable efforts consistent with their its normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Article IVSection 3. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted. Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale, of any Placement Shares pursuant to this Agreement and, by notice to Cowen given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Placement Shares, and the Agents shall not be obligated to offer or sell any Placement Shares, (i) during any period in which the Company is in possession of material non-public information, or (ii) at any time from and including the date on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an “Earnings Announcement”) through and including the time that the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it such Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), (iii) the gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such salessales (including the currency payable in respect thereof), and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) ), covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSX or on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 . The Agents Canadian Agents, severally and not jointly jointly, acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed sell Placement Shares in excess of that threshold. 4.3 . Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 . The Agents Agents, severally and not jointly jointly, covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 . Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation 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 (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101101 (as defined below) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption102, including, without limitation, (i) in privately negotiated transactions with the consent of the Corporation and, if required, the consent of the TSX and the NYSE; (ii) as block transactions; and (iii) as sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) ), covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 . Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 . The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect enter into any other transactions transaction that are is intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 , including, for greater certainty, selling an aggregate number of Shares that would result in the Agent creating an over-allocation position in the Shares. Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation 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 (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101101 (as defined below) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the ExemptionExemption (as defined below), including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) ), covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 . The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 . Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 . The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 . Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’s '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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents (severally and not jointly jointly) covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including including, the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities LawsLaws (as defined below), and, if applicable, the rules of the NYSE NASDAQ and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day 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 (showing the number of Placement Shares sold on the TSX, on any other “"marketplace” " (as such term is defined in NI 21-101) in Canada (a “"Canadian Marketplace”"), on the NYSENASDAQ, on any other “"marketplace” " (as such term is defined in NI 21-101) in the United States (a “"United States Marketplace”") and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSENASDAQ, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the "at-the-market distribution” " under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE NASDAQ and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the The U.S. Agents, severally (and not jointly) Agent covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Agent is not acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Agent in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 (b) The Agents severally Canadian Agent acknowledges and not jointly acknowledge and agree agrees with the Corporation that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant covenants that such threshold shall not to exceed that thresholdbe exceeded. 4.3 (c) Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof 2 that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s 's reaction to trades made on any “marketplace” marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, it will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 (d) The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “"at-the-market distribution” " (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 (e) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent of such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the CorporationCompany’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, each of the applicable Agents will severally and not jointly use its their commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation Company acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States state and federal securities laws, including the U.S. United States Securities Act and of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act, all applicable Canadian Securities Laws, and, if applicable, ”) (including Regulation M thereunder) and the rules of the NYSE and the TSX, Nasdaq Capital Market (“Principal Trading Market”) and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent Agents will provide written confirmation to the Corporation Company no later than the opening of the Trading Day immediately next following the Trading Day on which it has they have made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesCompany. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made in compliance with Rule 415 of the ExemptionSecurities Act of 1933, includingas amended (the “Securities Act”), including without limitation, limitation sales made directly on or through the NYSE and the TSXPrincipal Trading Market, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total existing trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of for the Common Shares, sales to or through a market maker other than on an exchange or in negotiated transactions at market prices prevailing at the applicable Agent willtime of sale or at prices related to such prevailing market prices. During the term of this Agreement, upon receipt of the applicable Placement Notice, recommend and notwithstanding anything to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoingcontrary herein, the Corporation acknowledges and agrees Agents agree that the Agents cannot provide complete assurances that in no event will they or any sale will not have a significant effect on the of their affiliates engage in any market price of making, bidding, stabilization or other trading activity with regard to the Common Shares. 4.4 The Agents severally and not jointly covenant that Shares if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Securities Act. Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation Company acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their its normal trading and sales practices to sell on behalf of the Corporation Company and as agent such Placement Shares as provided under this Article IVSection 3. For the purposes hereof, “Trading Day” means any day on which the Principal Trading Market is open for trading.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices practices, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally , subject to applicable federal, provincial and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable lawstate laws, rules and regulations includingregulations, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE TSX and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement NoticeNYSE. The applicable Agent will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it such Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents, including to or through a market maker), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents, including to or through a market maker), (iii) the gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such salessales (including the currency payable in respect thereof), and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) ), covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSX or on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 (b) Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 (c) The Agents Agents, severally and not jointly jointly, covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares ), in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect ), enter into any other transactions transaction that are is intended to stabilize or maintain the market price of the Placement Shares or the Shares, including selling an aggregate number or principal amount of Placement Shares that would result in connection with such distributioncreating an over-allocation position in the Shares. 4.5 (d) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreementherein set forth, upon the CorporationCompany’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, each of the applicable Agents Agents, for the period specified in the Placement Notice, will severally and not jointly use its their commercially reasonable efforts consistent with its normal their customary trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and Notwithstanding anything to the Corporation acknowledges that contrary, the Agents, between themselves, shall determine whether one or both Agents will conduct the sale of act under a particular Placement Shares in compliance with applicable law, rules Notice and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules will agree upon an allocation between them of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of commissions prescribed by Section 2. The Agent or Agents acting under a Placement Notice. The applicable Agent Notice will provide written confirmation to the Corporation Company (including by email correspondence), with a copy to any Agent not acting under a Placement Notice, 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 have been made hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the CorporationCompany. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionmarket” under NI 44-102 and made offering as defined in compliance with Rule 415 of the ExemptionSecurities Act, including, including without limitation, limitation sales made directly on the NYSE and AMEX (the TSX“Exchange”), or on any Canadian Marketplace other existing trading market for the Common Stock or United States Marketplaceto or through a market maker. Each With the prior consent of the U.S. AgentsCompany, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or Agents may also sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplaceprivately negotiated transactions. For During the avoidance term of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend notwithstanding anything to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoingcontrary herein, the Corporation acknowledges and each Agent agrees that the Agents cannot provide complete assurances that in no event will it or any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” Agent Affiliate (as defined in NI 44Section 9(a), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock if such activity would be prohibited under Regulation M or other anti-102) or effect manipulation rules under the Securities Act. For the purposes hereof, “Trading Day” means any other transactions that are intended to stabilize or maintain the market price day on which shares of the Placement Shares in connection with such distributionCommon Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IV.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation 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 (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) 101 in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the market distribution” under NI 44-102 and made in compliance with the ExemptionExemption (as defined below), including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) ), covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent Agent of the offering of the Placement Shares Securities in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 . The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 . Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 . The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI National Instrument 44-102102 — Shelf Distributions) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 . Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the CorporationCompany’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation Company acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States state and federal securities laws, including including, the U.S. United States Securities Act and of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), all applicable Canadian Securities LawsLaws (as defined below), and, if applicable, the rules of the NYSE MKT LLC (the “NYSE MKT”) and the Toronto Stock Exchange (the “TSX”), and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will severally and not jointly provide written confirmation to the Corporation Company (with a copy to the other Agent) 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 (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in National Instrument 21-101 Market Operations (“NI 21-101”)) in Canada (a “Canadian Marketplace”), on the NYSENYSE MKT, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSENYSE MKT, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesCompany. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distribution” under NI 44-102 and made in compliance with the Exemption102, including, without limitation, sales made directly on the NYSE MKT and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of . If expressly authorized by the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of Company in a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend the Agents may sell Placement Shares in privately negotiated transactions in the United States, subject to any required pre-clearance of any such transactions by the NYSE MKT and the TSX. During the term of this Agreement, and notwithstanding anything to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoingcontrary herein, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant agree that in no event will they or any of their affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Shares if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act, Exchange Act or Canadian Securities Laws. Notwithstanding sections 7(rr) and 8(cc) of this Agreement, the Agents will shall not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot purchase Placement Shares for their own account as principal unless expressly authorized to do so in connection with the distribution of a Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notice. Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation Company acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation Company and as agent such Placement Shares as provided under this Article IVSection 3. For the purposes hereof, “Trading Day” means any day on which either the NYSE MKT or the TSX are open for trading.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreementherein set forth, upon the CorporationCompany’s issuance delivery of an Acceptance with respect to a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, each of the applicable Agents will severally and not jointly use its their commercially reasonable efforts consistent with its their normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation Company no later than the opening of the Trading Day immediately (as defined below) next following the Trading Day on which it either Agent has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents with respect to such salessales pursuant to Section 2, and the Net Proceeds (as defined below) payable to the CorporationCompany, with an itemization of deductions made by the Agents (as set forth in Section 5(a)) from gross proceeds for the Placement Shares that they receive from such sales. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the that all sales of Placement Shares. Subject Shares will be made only by methods deemed to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes be an “at the market distributionmarket” under NI 44-102 and made offering as defined in compliance with Rule 415 of the ExemptionSecurities Act, including, including without limitation, limitation sales made directly on the NYSE and NASDAQ Capital Market (the TSX, “Exchange”) or on any Canadian Marketplace or United States Marketplaceother existing trading market for the Common Stock. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or The Agents may only sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For privately negotiated transactions with the avoidance of doubt, none prior express written consent of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and thatCompany which, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice provided for such negotiated transactions, may have a significant effect on include the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposedAcceptance. Notwithstanding the foregoing, the Corporation The Company acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all; and (ii) the Agents neither Agent will incur no any liability or obligation to the Corporation Company or any other person or entity if they do it does not sell Placement Shares for any reason other than a failure by the Agents it to use their its commercially reasonable efforts consistent with their its normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Article IVSection 3. For the purposes hereof, “Trading Day” means any day on which Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon for the Corporation’s issuance of period specified in 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, each of the applicable Agents Designated Agent will severally and not jointly 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 NYSE American (the “Exchange”), to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specifiedin, and otherwise in accordance with the terms of of, such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation 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 (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents Designated Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist Company, with an itemization of the Corporation with such other periodic reporting as may be reasonably requested deductions made by the Corporation with respect to Designated Agent (as set forth in Section 5(b)) from the sales of Placement Sharesgross proceeds that it receives from such sales. Subject to the terms and conditions of the a Placement Notice, the Agents may Designated Agent shall sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 as defined in Rule 415 of the Securities Act. “Trading Day” means any day on which shares of Common Stock are purchased and made in compliance with the Exemption, including, without limitation, sales made directly sold on the NYSE and Exchange. During the TSX, or on any Canadian Marketplace or United States Marketplace. Each term of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubtthis Agreement, none of the U.S. Agents is acting as an underwriter nor any of their respective affiliates or subsidiaries shall, for their own account, engage in (i) any short sale of any security of the Placement Shares in Company, (ii) any sale of any security of the Canadian Qualifying Jurisdictions and no action on Company that such Agent does not own or any sale which is consummated by the part delivery of a security of the Company borrowed by, or for the account of, such Agent, or (iii) any market making, bidding, purchasing, stabilization or other trading activity with regard to the Common Stock, or attempting to induce another person to do any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and thatforegoing, if such Agent that is the recipient activity would be prohibited under applicable law. None of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price Agents nor any of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time their respective affiliates or on the terms proposedsubsidiaries shall engage in any proprietary trading or trading for such Agent’s (or its affiliates’ or subsidiaries’) own account. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents canthese restrictions shall not provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other apply to bona fide transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure executed by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell in the furtherance of the distribution contemplated hereunder or on behalf and at the direction of the Corporation and as agent such Placement Shares as provided under this Article IVany third party customer account.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’s '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, each of the applicable Agents will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day 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 (showing the number of Placement Shares sold on the TSX, on any other “"marketplace” " (as such term is defined in NI 21-101) in Canada (a “"Canadian Marketplace”"), on the NYSE, on any other “"marketplace” " (as such term is defined in NI 21-101) in the United States (a “"United States Marketplace”") and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “"at the market distribution” " under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the the‌ U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s 's reaction to trades made on any “"marketplace” " (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “"at-the-market distribution” " (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IV.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon for the Corporation’s issuance of period specified in 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, each of the applicable Agents Designated Agent will severally and not jointly 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 NYSE American LLC (the “Exchange”), to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specifiedin, and otherwise in accordance with the terms of of, such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation 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 (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents Designated Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist Company, with an itemization of the Corporation with such other periodic reporting as may be reasonably requested deductions made by the Corporation with respect to Designated Agent (as set forth in Section 5(b)) from the sales of Placement Sharesgross proceeds that it receives from such sales. Subject to the terms and conditions of the a Placement Notice, the Agents Designated Agent may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made as defined in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each Rule 415 of the U.S. AgentsSecurities Act, severally (and provided that the Designated Agent shall not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; . “Trading Day” means any day on which Common Shares are purchased and sold on the Exchange. During the term of this Agreement, neither the Agents nor any of their respective affiliates or subsidiaries shall engage in (i) any short sale of any security of the Company or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance sale of doubt, none any security of the U.S. Agents Company that such Agent does not own or any sale which is acting as an underwriter consummated by the delivery of a security of the Placement Shares in Company borrowed by, or for the Canadian Qualifying Jurisdictions and no action on account of, such Agent. Neither the part of Agents nor any of their respective affiliates or subsidiaries shall engage in any proprietary trading or trading for the U.S. Agents in Agent’s (or its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression affiliates’ or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101subsidiaries’) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposedown account. Notwithstanding the foregoing, the Corporation acknowledges and agrees that these restrictions shall not apply to bona fide transactions executed by the Agents cannot provide complete assurances on behalf and at the direction of any third party customer accounts. Each Agent agrees and acknowledges that any sale it will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will solicit any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended offers to stabilize or maintain the market price of sell the Placement Shares from persons resident in connection with any province or territory of Canada or from any person acquiring such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for the benefit of another person resident in any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf province or territory of the Corporation and as agent such Placement Shares as provided under this Article IVCanada.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including including, the U.S. Securities Act and Act, the Exchange Act, all applicable Canadian Securities LawsLaws (as defined below), and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will severally and not jointly provide written confirmation to the Corporation 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 (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the market distribution” under NI 44-102 and made in compliance with the ExemptionExemption (as defined herein), including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) ), covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent Agent of the offering of the Placement Shares Securities in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 . The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 . Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 . The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI National Instrument 44-102102 — Shelf Distributions) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 . Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’s '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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents (severally and not jointly jointly) covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including including, the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities LawsLaws (as defined below), and, if applicable, the rules of the NYSE NASDAQ and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day 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 (showing the number of Placement Shares sold on the TSX, on any other “"marketplace” " (as such term is defined in NI 21-101) in Canada (a “"Canadian Marketplace”"), on the NYSENASDAQ, on any other “"marketplace” " (as such term is defined in NI 21-101) in the United States (a “"United States Marketplace”") and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSENASDAQ, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the "at-the-market distribution” " under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE NASDAQ and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the The U.S. Agents, severally (and not jointly) Agent covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Agent is not acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Agent in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 (b) The Agents severally Canadian Agent acknowledges and not jointly acknowledge and agree agrees with the Corporation that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant covenants that such threshold shall not to exceed that thresholdbe exceeded. 4.3 (c) Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof 2 that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s 's reaction to trades made on any “marketplace” marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, it will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 (d) The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “"at-the-market distribution” " (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 (e) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; all and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent of such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell sell, on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally , subject to applicable federal, provincial, territorial and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable lawstate laws, rules and regulations includingregulations, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE TSX and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement NoticeNasdaq. The applicable Agent will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it such Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSENasdaq, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents, including to or through a market maker), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSENasdaq, a United States Marketplace and pursuant to any other sales method used by the Agents, including to or through a market maker), (iii) the aggregate gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such salessales of Placement Shares (including the currency payable in respect thereof), and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE Nasdaq and the TSX, or on any Canadian Marketplace or United States Marketplace, in block transactions, or by any other method permitted by law. Each of the The U.S. Agents, severally (and not jointly) Agent covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSX or on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Agent is not acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Agent in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 (b) Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 (c) The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares ), in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect ), enter into any other transactions transaction that are is intended to stabilize or maintain the market price of the Placement Shares or the Shares, including selling an aggregate number or principal amount of Placement Shares that would result in connection with such distributioncreating an over-allocation position in the Shares. 4.5 (d) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell sell, on behalf of the Corporation and as agent agent, such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices practices, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally , subject to applicable federal, provincial and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable lawstate laws, rules and regulations includingregulations, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE TSX and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement NoticeNYSE. The applicable Agent will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it such Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents, including to or through a market maker), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents, including to or through a market maker), (iii) the gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such salessales (including the currency payable in respect thereof), and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the The U.S. Agents, severally (and not jointly) Agent covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSX or on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Agent is not acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Agent in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 (b) The Agents severally Canadian Agent acknowledges and not jointly acknowledge and agree agrees that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant covenants not to exceed sell Placement Shares in excess of that threshold. 4.3 (c) Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 (d) The Agents Agents, severally and not jointly jointly, covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 (e) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’s 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, each of the applicable Agents Designated Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant Designated Agent covenants and the Corporation Company acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and Exchanges, or any other "marketplace" (as such term is defined in NI 21-101) on which the TSXShares are listed or posted for trading, and that such compliance may include result in a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation Company no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth forth: (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSXNEO, on any other “"marketplace” " (as such term is defined in NI 21-101) in Canada (a “"Canadian Marketplace”"), on the NYSENYSE American, on any other “"marketplace” " (as such term is defined in NI 21-101) in the United States (a “"United States Marketplace”) "), and pursuant to any other sales method used by the Agents), , (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXNEO, a any other Canadian Marketplace, the NYSENYSE American, a any other United States Marketplace and pursuant to any other sales method used by the Agents), , (iii) the gross proceeds, , (iv) the commissions Placement Fee payable by the Corporation Company to the Agents with respect to such sales, and and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesCompany. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the "at-the-market distribution” " under NI 44-102 and made in compliance with the Exemption102, including, without limitation, sales made directly on the NYSE and the TSXExchanges, or on any other Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) Cantor Xxxxxxxxxx & Co. covenants and agrees with the Corporation Company that it shall not: (i) shall not, directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Xxxxxx Xxxxxxxxxx & Co. is not acting as an underwriter of or agent with respect to the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Cantor Xxxxxxxxxx & Co. in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of or agent with respect to the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of . While a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated is in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shareseffect, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will shall not (nor will any affiliate thereof or person or company acting jointly or in concert therewithi) over-allot Placement Shares in connection with the distribution of Placement Shares in an “"at-the-market distribution” " (as defined in NI 44-102) or effect (ii) engage in any other transactions or activities that are intended to stabilize or maintain the market price of the Placement Shares in connection with Shares. For the avoidance of doubt, this restriction shall not apply to transactions by or on behalf of any customer of the Agents or transactions by the Agents to facilitate any such distribution. 4.5 transactions by or on behalf of any customer of the Agents. Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation Company acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their its normal trading and sales practices to sell sell, on behalf of the Corporation Company and as agent agent, such Placement Shares as provided under this Article IVSection 3. If the terms of any Placement as set forth in a Placement Notice contemplate that the Placement Shares shall be sold on more than one Trading Day, then the Company and the Agent shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Placement Notice.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon and unless the Corporation’s issuance terms of a Placement Notice, 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, each of for the applicable Agents period specified in a Placement Notice, the Designated Agent will severally and not jointly 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 Nasdaq Global Select Market (the “Exchange”), to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specifiedin, and otherwise in accordance with the terms of of, such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation Company (including by email correspondence to all the individuals from the Company set forth on Schedule 3) as soon as practicable after the closing, but by no later than the opening 5:30 p.m., New York City time, of the Trading Day immediately following the Trading Day (as defined below) on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions Compensation payable by the Corporation to the Agents with respect to such salessales through the Designated Agent acting as sales agent pursuant to this Agreement, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist Company, with an itemization of the Corporation with such other periodic reporting as may be reasonably requested deductions made by the Corporation with respect to Designated Agent (as strictly set forth in Section 5(b)) from the sales of Placement Sharesgross proceeds that it receives from such sales. Subject to the terms and conditions of the a Placement Notice, the Agents Designated Agent may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 as defined in Rule 415(a)(4) of the Securities Act. For purposes hereof, “Trading Day” means any day on which Ordinary Shares are purchased and made in compliance with the Exemption, including, without limitation, sales made directly sold on the NYSE and Exchange. Except as provided for in Section 7(h) herein, nothing herein restricts, prohibits or limits the TSX, or on any Canadian Marketplace or United States Marketplace. Each ability of the U.S. AgentsCompany from engaging in any other transaction, severally (and including but not jointly) covenants and agrees with the Corporation that it shall not: limited to (i) directly or indirectlyunder the committed equity facility established under the Ordinary Shares purchase agreement, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For dated as of September 23, 2022, by and between the avoidance of doubtCompany and B. Xxxxx Principal Capital II, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the AgentsLLC, as applicablesuch agreement may be amended, hereby covenants and agrees thatsupplemented, during modified, restated or replaced from time to time (the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101Committed Equity Facility”) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) an underwritten public offering of the Agents will incur no liability Ordinary Shares or obligation related to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVCompany’s securities.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the CorporationCompany’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant applicable Agent covenants and the Corporation Company acknowledges that the Agents it will conduct the sale of Placement Shares in compliance with applicable lawlaws, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, andU.S. Securities Laws, if applicable, United States state securities laws and the applicable rules of the NYSE TSXV and the TSXNasdaq, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation Company no later than the opening of the Trading Day immediately following the Trading Day on which it the Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSXTSXV, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSENasdaq, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States U.S. Marketplace”) and pursuant to any other sales method used by the Agents), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXTSXV, a Canadian Marketplace, the NYSENasdaq, a United States U.S. Marketplace and pursuant to any other sales method used by the Agents), (iii) the gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation Company to the Agents with respect to such salessales (including the currency payable in respect thereof), and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesCompany. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption102, including, without limitation, sales made directly on the NYSE Nasdaq and the TSXTSXV, or on any Canadian Marketplace or United States U.S. Marketplace. Each During the term of this Agreement, and notwithstanding anything to the U.S. Agentscontrary herein, the Agents severally (and not jointly) jointly agree that in no event will they or any of their affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Shares if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Canadian Securities Laws or U.S. Securities Laws. The U.S. Agent covenants and agrees with the Corporation Company that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSXV or on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Agent is not acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Agent in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation Company acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell sell, on behalf of the Corporation Company and as agent agent, such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreementherein set forth, upon the CorporationCompany’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, each of the applicable Agents Agent, for the period specified in the Placement Notice, will severally and not jointly use its their commercially reasonable efforts consistent with its normal customary trading and sales practices and applicable state and federal laws, rules and regulations and the rules, regulations and policies of The NASDAQ Stock Market (“Nasdaq”) to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of Agent acting under a Placement Notice. The applicable Agent Notice will provide written confirmation to the Corporation Company (including by email correspondence to all the individuals from the Company set forth on Schedule 2), with a copy to any and all Agents not acting under a Placement Notice, 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 have been made hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the CorporationCompany. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect Except to the sales of Placement Shares. Subject to the terms and conditions of extent prohibited by the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionmarket” under NI 44-102 and made offering as defined in compliance with Rule 415 of the ExemptionSecurities Act, including, without limitation, sales made directly on the NYSE and the TSXNasdaq, or on any Canadian Marketplace other existing trading market for the Common Stock or United States Marketplaceto or through a market maker. Each With the prior written consent of the U.S. AgentsCompany and to the extent not prohibited by the Placement Notice, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or Agent may also sell Placement Shares by any other method permitted by law, including in Canada; or (ii) sell Placement Shares on any Canadian Marketplaceprivately negotiated transactions. For During the avoidance term of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend notwithstanding anything to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoingcontrary herein, the Corporation acknowledges and each Agent agrees that the Agents cannot provide complete assurances that in no event will it or any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” Agent Affiliate (as defined in NI 44Section 9(a), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock if such activity would be prohibited under Regulation M or other anti-102) or effect manipulation rules under the Securities Act. For the purposes hereof, “Trading Day” means any other transactions that are intended to stabilize or maintain the market price day on which shares of the Placement Shares in connection with such distributionCommon Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IV.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreementherein set forth, upon the CorporationCompany’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, each of the applicable Agents Designated Agent, for the period specified in the Placement Notice, will severally and not jointly 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”) to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation Company (including by 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 day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the volume-weighted average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such salessold, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesCompany. Subject to the terms and conditions of the a Placement Notice, the Agents Designated Agent may sell Placement Shares by any method permitted by law that constitutes an “at the market distribution” under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers deemed to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in be an “at-the-market distribution” (as defined in under NI 44-102) or effect , including without limitation sales made through the NYSE, on any other transactions that are intended to stabilize or maintain existing trading market for the market price of the Placement Common Shares in connection with such distribution. 4.5 Notwithstanding anything the United States or to or through a market maker. If expressly authorized by the contrary set forth in this Agreement or Company in a Placement Notice, the Corporation Designated Agent may also sell Placement Shares in privately negotiated transactions in the United States, subject to any required pre-clearance of any such transactions by the NYSE and the Toronto Stock Exchange (the “TSX”). Notwithstanding the provisions of Section 6(nn), the Designated Agent shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that: that (i) there can be no assurance that the Agents Designated Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all; and (ii) the Agents Designated Agent will incur no liability or obligation to the Corporation Company or any other person or entity if they do it does not sell Placement Shares for any reason other than a failure by the Agents Designated Agent to use their its commercially reasonable efforts consistent with their its normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Article IVSection 3. 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 in the United States. (b) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through one Agent on any single given day, and the Company shall in no event request that more than one Agent sell Placement Shares on the same day.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices practices, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally , subject to applicable federal, provincial and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable lawstate laws, rules and regulations includingregulations, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE TSX and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement NoticeNYSE. The applicable Agent will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it such Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), (iii) the gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such salessales (including the currency payable in respect thereof), and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in or, subject to compliance with applicable Canadian Securities Laws, by any method permitted by law deemed to be an “at the Exemptionmarket offering” as defined in Rule 415(a)(4) under the Securities Act, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace, or any other method permitted by law. Each of the U.S. Agents, Agents severally (and not jointly) covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSX or on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 (b) Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 (c) The Agents Agents, severally and not jointly jointly, covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares ), in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect ), enter into any other transactions transaction that are is intended to stabilize or maintain the market price of the Placement Shares or the Shares, including selling an aggregate number or principal amount of Placement Shares that would result in connection with such distributioncreating an over-allocation position in the Shares. 4.5 (d) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3. (e) The Corporation agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through one Agent on any single given day, and the Company shall in no event request that more than one Agent sell Placement Shares on the same day.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’s 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, each of the applicable Agents Designated Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant Designated Agent covenants and the Corporation Company acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and Exchanges, or any other "marketplace" (as such term is defined in NI 21-101) on which the TSXShares are listed or posted for trading, and that such compliance may include result in a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation Company no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth forth: (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSXNEO, on any other “"marketplace” " (as such term is defined in NI 21-101) in Canada (a “"Canadian Marketplace”"), on the NYSENYSE American, on any other “"marketplace” " (as such term is defined in NI 21-101) in the United States (a “"United States Marketplace”) "), and pursuant to any other sales method used by the Agents), , (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXNEO, a any other Canadian Marketplace, the NYSENYSE American, a any other United States Marketplace and pursuant to any other sales method used by the Agents), , (iii) the gross proceeds, , (iv) the commissions Placement Fee payable by the Corporation Company to the Agents with respect to such sales, and and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesCompany. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the "at-the-market distribution” " under NI 44-102 and made in compliance with the Exemption102, including, without limitation, sales made directly on the NYSE and the TSXExchanges, or on any other Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) Cantor Xxxxxxxxxx & Co. covenants and agrees with the Corporation Company that it shall not: (i) shall not, directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) shall not sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Cantor Xxxxxxxxxx & Co. is not acting as an underwriter of or agent with respect to the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Cantor Xxxxxxxxxx & Co. in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of or agent with respect to the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of . While a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated is in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shareseffect, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will shall not (nor will any affiliate thereof or person or company acting jointly or in concert therewithi) over-allot Placement Shares in connection with the distribution of Placement Shares in an “"at-the-market distribution” " (as defined in NI 44-102) or effect (ii) engage in any other transactions or activities that are intended to stabilize or maintain the market price of the Placement Shares in connection with Shares. For the avoidance of doubt, this restriction shall not apply to transactions by or on behalf of any customer of the Agents or transactions by the Agents to facilitate any such distribution. 4.5 transactions by or on behalf of any customer of the Agents. Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation Company acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their its normal trading and sales practices to sell sell, on behalf of the Corporation Company and as agent agent, such Placement Shares as provided under this Article IVSection 3. If the terms of any Placement as set forth in a Placement Notice contemplate that the Placement Shares shall be sold on more than one Trading Day, then the Company and the Agent shall mutually agree to such additional terms and conditions as they deem necessary in respect of such multiple Trading Days, and such additional terms and conditions shall be binding to the same extent as any other terms contained in the relevant Placement Notice.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreementherein set forth, upon the CorporationCompany’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, each of the applicable Agents Agents, for the period specified in the Placement Notice, will severally and not jointly use its their commercially reasonable efforts consistent with its normal their customary trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and Notwithstanding anything to the Corporation acknowledges that contrary, the Agents, amongst themselves, shall determine whether one or more of the Agents will conduct the sale of act under a particular Placement Shares in compliance with applicable law, rules Notice and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules will agree upon an allocation between them of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of commissions prescribed by Section 2. The Agent or Agents acting under a Placement Notice. The applicable Agent Notice will provide written confirmation to the Corporation Company (including by email correspondence), with a copy to any Agent not acting under a Placement Notice, 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 have been made hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the CorporationCompany. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionmarket” under NI 44-102 and made offering as defined in compliance with Rule 415 of the ExemptionSecurities Act, including, including without limitation, limitation sales made directly on the NYSE and AMEX (the TSX“Exchange”), or on any Canadian Marketplace other existing trading market for the Common Stock or United States Marketplaceto or through a market maker. Each With the prior consent of the U.S. AgentsCompany, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or Agents may also sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplaceprivately negotiated transactions. For During the avoidance term of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend notwithstanding anything to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoingcontrary herein, the Corporation acknowledges and each Agent agrees that the Agents cannot provide complete assurances that in no event will it or any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” Agent Affiliate (as defined in NI 44Section 9(a), below) engage in any market making, bidding, stabilization or other trading activity with regard to the Common Stock if such activity would be prohibited under Regulation M or other anti-102) or effect manipulation rules under the Securities Act. For the purposes hereof, “Trading Day” means any other transactions that are intended to stabilize or maintain the market price day on which shares of the Placement Shares in connection with such distributionCommon Stock are purchased and sold on the principal market on which the Common Stock is listed or quoted. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IV.

Sale of Placement Shares by the Agents. 4.1 Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions of this Agreementherein set forth, including Section 5(c), upon the CorporationDesignated Agent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, each of the applicable Agents Designated Agent, for the period specified in the Placement Notice, will severally and not jointly 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 Nasdaq Capital Market (“Nasdaq”) to sell on behalf of the Corporation and as agent, such Placement Shares up to the number or amount specified during the time period specifiedin, and otherwise in accordance with the terms of of, such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation Company (including by 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 or amount of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)Trading Day, the volume-weighted average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the CorporationCompany. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested Unless otherwise specified by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Company in a Placement Notice, the Agents Designated Agent may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made as defined in compliance with Rule 415 of the ExemptionSecurities Act, including, without limitation, including sales made directly on or through Nasdaq, on or through any other existing trading market for the NYSE and Common Stock or to or through a market maker. If expressly authorized by the TSXCompany (including in a Placement Notice), or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or Designated Agent may also sell Placement Shares in Canada; or (ii) sell negotiated transactions. Notwithstanding the provisions of Section 6(tt), except as may be otherwise agreed by the Company and the Agents, the Agents shall not purchase Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) principal basis pursuant to this Agreement in order to evaluate unless the likely market impact of future trades, Company and that, if such the Designated Agent that is the recipient of the Placement Notice has concerns as to whether enter into a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on separate written agreement setting forth the terms proposedof such sale. Notwithstanding the foregoing, the Corporation The Company acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do it does not sell Placement Shares for any reason other than a failure by the Agents such Agent to use their its commercially reasonable efforts consistent with their its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Article IVAgreement and (iii) the Agents shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and an Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the CorporationCompany’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, each of the applicable Agents will severally and not jointly use its their commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Company and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation Company acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States state and federal securities laws, including including, the U.S. United States Securities Act of 1933, as amended (the “Securities Act”), and the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including Regulation M thereunder), and all applicable Canadian Securities LawsLaws (as defined below), and, if applicable, the rules of the NYSE The NASDAQ Capital Market (“NASDAQ”) and the TSXrules of the TSX Venture Exchange, the Toronto Stock Exchange or any other applicable Canadian stock exchange where the common shares in the capital of the Company (the “Common Shares”) are listed (the “Canadian Exchange”) and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent Agents will provide written confirmation to the Corporation Company following close of trading on the Trading Day on which the Agents made sales of the Shares and in any case no later than the opening of the Trading Day immediately following the Trading Day on which it any Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing including the number of Placement Shares sold on the TSXCanadian Exchange, on the Principal Trading Market (as defined below) or on any other “marketplace” (as such term is defined in NI 21-101) marketplace in Canada (a “Canadian Marketplace”or the United States), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101ii) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on NASDAQ or the TSXCanadian Exchange, a Canadian Marketplaceas the case may be), the NYSE, a United States Marketplace and pursuant to or on any other sales method used by marketplace in Canada or the AgentsUnited States), (iii) the gross proceedsproceeds from the sale of Placement Shares sold on such day, (iv) the commissions compensation payable by the Corporation Company to the Agents with respect to such salessales pursuant to Section 2(c), and (v) the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesCompany. Subject to the terms and conditions of the Placement NoticeNotice and solely with respect to sales in Canada or through a Canadian Exchange, the Agents Canaccord Genuity Corp. and Beacon may sell Placement Shares by any method permitted by law that constitutes an “at the market distribution” under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers deemed to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in be an “at-the-market distribution” under National Instrument 44-102 – Shelf Distributions (as defined in “NI 44-102”) or effect if the Placement Shares are to be sold on the Canadian Exchange. Subject to the terms and conditions of the Placement Notice and solely with respect to sales in the United States, Canaccord Genuity LLC may sell Placement Shares by any other transactions that are intended method permitted by law deemed to stabilize or maintain be an “at the market price market” offering under Rule 415 of the Securities Act, including without limitation, sales made of the Placement Shares directly on or through on NASDAQ (the “Principal Trading Market”) or any other existing exchange or trading market for the Common Shares solely in connection the United States (it being expressly acknowledged by both parties that no sales shall be made to or through a market maker in the United States). In no event will the Agents sell Placement Shares in privately negotiated transactions. During the term of this Agreement, and notwithstanding anything to the contrary herein, the Agents agree that in no event will they or any of their respective affiliates engage in any market making, bidding, stabilization or other trading activity with regard to the Common Shares if such distribution. 4.5 activity would be prohibited under Regulation M or other anti-manipulation rules under the Securities Act or under NI 44-102. Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation Company acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they the Agents do not sell Placement Shares for any reason other than a failure by the Agents to use their its commercially reasonable efforts consistent with their its normal trading and sales practices to sell on behalf of the Corporation Company and as agent such Placement Shares as provided under this Article IVSection 3. For the purposes hereof, “Trading Day” means any day on which both the Principal Trading Market and the Canadian Exchange are open for trading.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices practices, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally , subject to applicable federal, provincial and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable lawstate laws, rules and regulations includingregulations, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE TSX and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement NoticeNasdaq. The applicable Agent will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it such Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSENasdaq, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents, including to or through a market maker), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSENasdaq, a United States Marketplace and pursuant to any other sales method used by the Agents, including to or through a market maker), (iii) the gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such salessales (including the currency payable in respect thereof), and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE Nasdaq and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the The U.S. Agents, severally (and not jointly) Agent covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSX or on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Agent is not acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Agent in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 (b) Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 (c) The Agents Agents, severally and not jointly jointly, covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares ), in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect ), enter into any other transactions transaction that are is intended to stabilize or maintain the market price of the Placement Shares or the Shares, including selling an aggregate number or principal amount of Placement Shares that would result in connection with such distributioncreating an over-allocation position in the Shares. 4.5 (d) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents will Agent will, severally and not jointly jointly, use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices practices, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally , subject to applicable federal, provincial and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable lawstate laws, rules and regulations includingregulations, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE TSXV and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement NoticeNasdaq. The applicable Agent will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it such Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSXTSXV, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSENasdaq, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents, including to or through a market maker), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXTSXV, a Canadian Marketplace, the NYSENasdaq, a United States Marketplace and pursuant to any other sales method used by the Agents, including to or through a market maker), (iii) the gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such salessales (including the currency payable in respect thereof), and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made including, without limitation, sales on the TSXV or any Canadian Marketplace or an “at-the-market offering” as defined in compliance with Rule 415 under the ExemptionSecurities Act, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace Nasdaq or United States Marketplace. Each of the The U.S. Agents, severally (and not jointly) Agent covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSXV or on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents Agent is not acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents Agent in its capacity as an agent Agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 . The Agents severally Canadian Agent covenants and agrees with the Corporation that it shall not jointly acknowledge and agree that the aggregate number of (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares sold on in the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common United States, or (ii) sell Placement Shares on the TSX and all other Nasdaq or on any United States Marketplace. For the avoidance of doubt, the Canadian Marketplaces on that Trading Day, and covenant Agent is not to exceed that thresholdacting as an underwriter of the Placement Shares in the United States. 4.3 (b) Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 (c) The Agents Agents, severally and not jointly jointly, covenant that the Agents will not (nor will any affiliate Affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares ), in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102), in Canada or “at-the-market offering” (as defined in Rule 415 under the Securities Act) or effect in the United States, enter into any other transactions transaction that are is intended to stabilize or maintain the market price of the Placement Shares or the Shares, including selling an aggregate number or principal amount of Placement Shares that would result in connection with such distributioncreating an over-allocation position in the Shares. 4.5 (d) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) provided they have observed and complied with the terms of any applicable Placement Notice, the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreement, upon the Corporation’s '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, each of the applicable Agents Agent will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices practices, to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents applicable Agent will conduct the sale of Placement Shares in compliance with applicable lawLaw, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicablerules and regulations, the rules of CBOE and any other applicable Marketplace (as defined below), all applicable CIRO dealer member rules, Universal Market Integrity Rules (including Section 5.1 thereof), the NYSE Exemption and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement NoticeProspectus. The applicable Agent will provide written confirmation (by email correspondence to an individual set forth on Schedule 1) to the Corporation no later than the opening of the Trading Day immediately following the Trading Day on which it the applicable Agent has made sales of Placement Shares hereunder setting forth (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSXCBOE, on any other “"marketplace” " (as such term is defined in NI 21-101) in Canada (a “Canadian "Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”") and pursuant to any other sales method used by the Agentsapplicable Agent, including to or through a market maker), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSXCBOE, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agentsapplicable Agent), (iii) the gross proceedsproceeds of the Placement, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such sales, and (v) the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with in respect to of the sales sale of Placement SharesShares pursuant to this Agreement. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the " at-the-market distribution” " under NI 44-102 and made in compliance with the ExemptionLaws, including, without limitation, sales made directly on the NYSE including Securities Laws and the TSX, or on any Canadian Marketplace or United States Marketplace. rules of CBOE. (b) Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable such Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof 2 that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s 's reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) CBOE or another Marketplace pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable such Agent will, upon receipt of the applicable Placement Notice, will immediately recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The (c) Each of the Agents severally and not jointly covenant that the Agents covenants that: (i) such Agent will not (nor will any affiliate Affiliate thereof or person Person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “"at-the-market distribution” " (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution; (ii) such Agent shall not make any sales of Placement Shares on behalf of the Corporation pursuant to this Agreement other than by means of ordinary brokers' transactions that constitute "at-the-market distributions" under NI 44-102, including, without limitation, sales made directly on CBOE or any other Marketplace, in each case, in compliance with Securities Laws; and (iii) neither such Agent nor any of its Affiliates or any Person acting on its behalf will engage in any Directed Selling Efforts or in any form of General Solicitation or General Advertising in the United States with respect to the issue and sale of any Placement Shares. 4.5 (d) Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person Person or entity if they do it does not sell Placement Shares for any reason other than a failure by the Agents Agent to use their commercially reasonable efforts consistent with their its normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3; and (iii) the Agents shall act as the agents of the Corporation with respect to the sale of the Placement Shares in accordance with the terms and conditions hereof, and is and will be under no obligation to purchase any Placement Shares that may be offered for sale by the Corporation under this Agreement. (e) Each of the Agents severally and not jointly represents and warrants to the Corporation that such Agent is duly registered pursuant to the provisions of Securities Laws, and is duly registered or licensed as an investment dealer in those Qualifying Jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the CorporationSelling Shareholder’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, each of the applicable Agents will severally and not jointly use its their commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation Selling Shareholder and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation Selling Shareholder acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States state and federal securities laws, including the U.S. United States Securities Act and of 1933, as amended (the “Securities Act”), the United States Securities Exchange Act of 1934, as amended (the “Exchange Act, all applicable Canadian Securities Laws, and, if applicable, ”) (including Regulation M thereunder) and the rules of the NYSE and the TSX, Nasdaq Global Select Market (“Principal Trading Market”) and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent Agents will provide written confirmation to the Corporation Selling Shareholder no later than the opening of the Trading Day immediately next following the Trading Day on which it has they have made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Selling Shareholder to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement SharesSelling Shareholder. Subject to the terms and conditions of the Placement Notice, the Agents may offer and sell Placement Shares (i) in privately negotiated transactions with the consent of the Selling Shareholder, (ii) as block transactions, or (iii) by any other method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made in compliance with Rule 415 under the ExemptionSecurities Act, including, including without limitation, limitation sales made directly on or through the NYSE and the TSXPrincipal Trading Market, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total existing trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of for the Common Shares, sales to or through a market maker other than on an exchange or in negotiated transactions at market prices prevailing at the applicable Agent willtime of sale or at prices related to such prevailing market prices. During the term of this Agreement, upon receipt of the applicable Placement Notice, recommend and notwithstanding anything to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoingcontrary herein, the Corporation acknowledges and agrees Agents agree that the Agents cannot provide complete assurances that in no event will they or any sale will not have a significant effect on the of their affiliates engage in any market price of making, bidding, stabilization or other trading activity with regard to the Common Shares. 4.4 The Agents severally and not jointly covenant that Shares if such activity would be prohibited under Regulation M or other anti-manipulation rules under the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Securities Act. Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, each of the Corporation Company and the Selling Shareholder acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation Company or the Selling Shareholder or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their its normal trading and sales practices to sell on behalf of the Corporation Company or the Selling Shareholder and as agent such Placement Shares as provided under this Article IVSection 3. For the purposes hereof, “Trading Day” means any day on which the Principal Trading Market is open for trading.

Sale of Placement Shares by the Agents. 4.1 (a) Subject to the terms and conditions of this Agreementherein set forth, upon the CorporationCompany’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, each of the applicable Agents Designated Agent, for the period specified in the Placement Notice, will severally and not jointly 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 Nasdaq Capital Market or Nasdaq Global Market, as appropriate (“Nasdaq”), to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation Company (including by email correspondence to each of the individuals of the Company whose names are 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 day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)day, the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions compensation payable by the Corporation Company to the Agents Designated Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the CorporationCompany, with an itemization of the deductions made by the Designated Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents Designated Agent may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionmarket” under NI 44-102 and made offering as defined in compliance with the Exemption, including, without limitation, sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each Rule 415 of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposedSecurities Act. Notwithstanding the foregoingprovisions of Section 6(ee), the Corporation Designated Agent shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents Designated Agent will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all; and (ii) the Agents Designated Agent will incur no liability or obligation to the Corporation Company or any other person or entity if they do it does not sell Placement Shares for any reason other than a failure by the Agents Designated Agent to use their its commercially reasonable efforts consistent with their its normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Article IVSection 3. For the purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is traded on Nasdaq.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’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, each of the applicable Agents will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally Notice and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Noticethis Agreement. The applicable Agent will provide written confirmation to the Corporation 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 (i) the number of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101101 (as defined below)) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method permitted by applicable law and this Agreement to be used by the Agents), (ii) the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method permitted by applicable law and this Agreement to be used by the Agents), (iii) the gross proceedsproceeds of the Placement Shares sold, (iv) the commissions Placement Fee payable by the Corporation to the Agents with respect to such salesPlacement Shares sold, and (v) the Net Proceeds (as defined below) payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “at the at-the-market distribution” under NI 44-102 and made in compliance with the Exemption102, including, without limitation, (i) in privately negotiated transactions with the consent of the Corporation and, if required, consent under the rules of the TSX and the NYSE; (ii) as block transactions; and (iii) as sales made directly on the NYSE and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) ), covenants and agrees with the Corporation that (i) it shall not: (i) , directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or , and (ii) it shall not sell Placement Shares on the TSX or any Canadian Marketplace. Each of the Canadian Agents, severally (and not jointly), covenants and agrees with the Corporation that (i) it shall not, directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in the United States, and (ii) it shall not sell Placement Shares on the NYSE or any U.S. Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an agent or underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent Agent of the offering Offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an agent or underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 . The Agents severally Corporation acknowledges and not jointly acknowledge and agree agrees that the aggregate number sales of Placement Shares sold on in the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% United States under this Agreement may be made through affiliates of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading DayTD Securities (USA) LLC, and covenant not that TD Securities (USA) LLC may otherwise fulfill its obligations pursuant to exceed that threshold. 4.3 this Agreement to or through an affiliated broker-dealer. Each of the Agents, as applicable, Agents hereby covenants and agrees that, during the time the applicable an Agent is the recipient of a Placement Notice pursuant to Section 3.1 2 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” marketplace (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, promptly upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 . The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect enter into any other transactions transaction that are is intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 . Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: that (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; , and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IVSection 3.

Sale of Placement Shares by the Agents. 4.1 Subject to the terms and conditions of this Agreement, upon the Corporation’s '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, each of the applicable Agents will severally and not jointly use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Corporation and as agent, such Placement Shares up to the amount specified during the time period specified, and otherwise in accordance with the terms of such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE Nasdaq and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Agent will provide written confirmation to the Corporation no later than the opening of the Trading Day 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 (showing the number of Placement Shares sold on the TSX, on any other “"marketplace” " (as such term is defined in NI 21-101) in Canada (a “"Canadian Marketplace”"), on the NYSENasdaq, on any other “"marketplace” " (as such term is defined in NI 21-101) in the United States (a “"United States Marketplace”") and pursuant to any other sales method used by the Agents), the average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSENasdaq, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds payable to the Corporation. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Placement Notice, the Agents may sell Placement Shares by any method permitted by law that constitutes an “"at the market distribution” " under NI 44-102 and made in compliance with the Exemption, including, without limitation, sales made directly on the NYSE Nasdaq and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s 's reaction to trades made on any “"marketplace” " (as such term is defined in NI 21-101) pursuant to this Agreement in order to evaluate the likely market impact of future trades, and that, if such Agent that is the recipient of the Placement Notice has concerns as to whether a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on the terms proposed. Notwithstanding the foregoing, the Corporation acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 4.3 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “"at-the-market distribution” " (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 4.4 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Agents to use their commercially reasonable efforts consistent with their normal trading and sales practices to sell on behalf of the Corporation and as agent such Placement Shares as provided under this Article IV.

Sale of Placement Shares by the Agents. 4.1 Subject On the basis of the representations and warranties herein contained and subject to the terms and conditions of this Agreementherein set forth, including Section 5(c), upon the CorporationDesignated Agent’s issuance acceptance of the terms of a Placement NoticeNotice as provided in Section 2, and unless the sale of the Placement Shares described therein has been declined, suspended, suspended or otherwise terminated in accordance with the terms of this Agreement, each of the applicable Agents Designated Agent, for the period specified in the Placement Notice, will severally and not jointly 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 Nasdaq Global Select Market (“Nasdaq”) to sell on behalf of the Corporation and as agent, such Placement Shares up to the number or amount specified during the time period specifiedin, and otherwise in accordance with the terms of of, such Placement Notice. The Agents severally and not jointly covenant and the Corporation acknowledges that the Agents will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, all applicable United States federal securities laws, including the U.S. Securities Act and the Exchange Act, all applicable Canadian Securities Laws, and, if applicable, the rules of the NYSE and the TSX, and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The applicable Designated Agent will provide written confirmation to the Corporation Company (including by 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 or amount of Placement Shares sold on such day (showing the number of Placement Shares sold on the TSX, on any other “marketplace” (as such term is defined in NI 21-101) in Canada (a “Canadian Marketplace”), on the NYSE, on any other “marketplace” (as such term is defined in NI 21-101) in the United States (a “United States Marketplace”) and pursuant to any other sales method used by the Agents)Trading Day, the volume-weighted average price of the Placement Shares sold (showing the average price of the Placement Shares sold on the TSX, a Canadian Marketplace, the NYSE, a United States Marketplace and pursuant to any other sales method used by the Agents), the gross proceeds, the commissions payable by the Corporation to the Agents with respect to such sales, and the Net Proceeds (as defined below) payable to the CorporationCompany. The applicable Agents also severally (and not jointly) agree to assist the Corporation with such other periodic reporting as may be reasonably requested Unless otherwise specified by the Corporation with respect to the sales of Placement Shares. Subject to the terms and conditions of the Company in a Placement Notice, the Agents Designated Agent may sell Placement Shares by any method permitted by law that constitutes deemed to be an “at the market distributionoffering” under NI 44-102 and made as defined in compliance with Rule 415 of the ExemptionSecurities Act. Notwithstanding the provisions of Section 6(tt), including, without limitation, sales made directly on except as may be otherwise agreed by the NYSE Company and the TSX, or on any Canadian Marketplace or United States Marketplace. Each of the U.S. Agents, severally (and the Agents shall not jointly) covenants and agrees with the Corporation that it shall not: (i) directly or indirectly, advertise or solicit offers to purchase or sell Placement Shares in Canada; or (ii) sell Placement Shares on any Canadian Marketplace. For the avoidance of doubt, none of the U.S. Agents is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions and no action on the part of any of the U.S. Agents in its capacity as an agent of the offering of the Placement Shares in the United States is intended to create any impression or support any conclusion that it is acting as an underwriter of the Placement Shares in the Canadian Qualifying Jurisdictions. 4.2 The Agents severally and not jointly acknowledge and agree that the aggregate number of Placement Shares sold on the TSX and all other Canadian Marketplaces on any Trading Day shall not exceed 25% of the total trading volume of the Common Shares on the TSX and all other Canadian Marketplaces on that Trading Day, and covenant not to exceed that threshold. 4.3 Each of the Agents, as applicable, hereby covenants and agrees that, during the time the applicable Agent is the recipient of a Placement Notice pursuant to Section 3.1 hereof that has not been declined, suspended or terminated in accordance with the terms hereof, such Agent will prudently and actively monitor the market’s reaction to trades made on any “marketplace” (as such term is defined in NI 21-101) principal basis pursuant to this Agreement in order to evaluate unless the likely market impact of future trades, Company and that, if such the Designated Agent that is the recipient of the Placement Notice has concerns as to whether enter into a particular sale contemplated by a Placement Notice may have a significant effect on the market price of the Common Shares, the applicable Agent will, upon receipt of the applicable Placement Notice, recommend to the Corporation against effecting the trade at that time or on separate written agreement setting forth the terms proposedof such sale. Notwithstanding the foregoing, the Corporation The Company acknowledges and agrees that the Agents cannot provide complete assurances that any sale will not have a significant effect on the market price of the Common Shares. 4.4 The Agents severally and not jointly covenant that the Agents will not (nor will any affiliate thereof or person or company acting jointly or in concert therewith) over-allot Placement Shares in connection with the distribution of Placement Shares in an “at-the-market distribution” (as defined in NI 44-102) or effect any other transactions that are intended to stabilize or maintain the market price of the Placement Shares in connection with such distribution. 4.5 Notwithstanding anything to the contrary set forth in this Agreement or in a Placement Notice, the Corporation acknowledges and agrees that: (i) there can be no assurance that the Agents will be successful in selling any Placement Shares or as to the price at which any Placement Shares are soldShares, if at all; and (ii) the Agents will incur no liability or obligation to the Corporation Company or any other person or entity if they do it does not sell Placement Shares for any reason other than a failure by the Agents such Agent to use their its commercially reasonable efforts consistent with their its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq to sell on behalf of the Corporation and as agent such Placement Shares as provided required under this Article IVAgreement and (iii) the Agents shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement unless the Company and an Agent enter into a separate written agreement setting forth the terms of such sale. For the purposes hereof, “Trading Day” means any day on which the Common Stock is purchased and sold on Nasdaq.