Common use of Termination by Agents in Certain Events Clause in Contracts

Termination by Agents in Certain Events. (1) Each of the Agents shall also have the right to terminate its obligations hereunder, without any liability on such Agent’s part, by written notice to the Corporation and CIBC in the event that after the date hereof and at or prior to the Time of Closing: (a) there should occur any material change or any change in any material fact or a new material fact shall arise (other than a change or fact related solely to an Agent), or any Agent becomes aware of any previously undisclosed material fact as contemplated by Section 8 hereof, which, in each case, in the opinion of the Agents, acting reasonably, has or would be expected to have a significant adverse effect on the market price or value of the Shares; (b) there should develop, occur, come into effect or be announced any occurrence of national or international consequence or any action, governmental law or regulation or other occurrence of any nature whatsoever which, in the opinion of the Agents, acting reasonably, seriously adversely affects, or will seriously adversely affect, the financial markets or the business of the Corporation on a consolidated basis and such event would be expected to have a significant adverse effect on the market price or value of the Shares; or (c) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSX and the NYSE or any Securities Commission involving the Corporation or there is a change of law which, in each case in the reasonable opinion of the Agent, operates to prevent, suspend or restrict the trading or distribution of the Shares except for any such inquiry, investigation, proceeding or order based solely on the activities of the Agents and not of the Corporation. (2) The rights of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each Agent and are in addition to any other rights or remedies such Agent may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability under Sections 13, 14 and 15. A notice of termination given by an Agent under Sections 11, 12(1) and 17(1) shall not be binding on any other Agent.

Termination by Agents in Certain Events. (1a) Each of the The Agents shall also have the right be entitled to terminate its their obligations hereunder, without any liability on such Agent’s part, under this Agreement by written notice to that effect given to the Corporation and CIBC in the event that after the date hereof and Company at or prior to the Time of ClosingClosing if: (ai) any inquiry, action, suit, investigation or other proceeding, whether formal or informal (including matters of regulatory transgression or unlawful conduct), is commenced, announced or threatened or any order is made by any Governmental Authority including, without limitation, the CSE or any securities regulatory authority or any law or regulation is enacted or changed, including any law relating to taxation or the administration or interpretation thereof, which in the sole opinion of the Agents (or any of them), acting reasonably and in good faith, operates to prevent or materially restrict the trading or distribution of the Special Warrants, the Common Shares, the Unit Shares, the Warrants, the Warrant Shares, the Compensation Option Shares or any other securities of the Company or materially and adversely affects or might be expected to materially and adversely affect the market price or value of the Special Warrants, the Common Shares, the Underlying Units, the Unit Shares, the Warrants, the Warrant Shares, the Compensation Securities or any other securities of the Company; (ii) there should develop, occur or come into effect or existence any event, action, state, circumstance, condition or major financial occurrence, or epidemic or pandemic (including COVID-19) of national or international consequence or any law or regulation or a change thereof which in the opinion of the Agents (or any of the them), acting reasonably and in good faith, seriously adversely affects, or involves, or will or could reasonably be expected to seriously adversely affect or involve, the financial markets or the business, operations or affairs of the Company and the Subsidiaries taken as a whole; (iii) any order, action or proceeding which cease trades, suspends or otherwise operates to prevent, prohibit or restrict the distribution or trading of the Common Shares, the Warrants, the Warrant Shares, the Compensation Option Shares, or other securities by any Securities Commission or other competent authority is made or proceedings are announced, commenced or threatened for the making of any such order, action or proceeding; (iv) there shall be any material change in the assets, business, affairs, financial condition, results of operations, capital or prospects of the Company or its Subsidiaries, or there should be discovered any previously undisclosed material fact or circumstance or there should occur a change in any material fact or a new material fact shall arise (other than a change or fact related solely relating to an Agent)the Company and/or the Subsidiaries, or including from that information disseminated by the Company through its periodic and timely disclosure documents publicly filed on SEDAR, which in any Agent becomes aware of any previously undisclosed material fact as contemplated by Section 8 hereof, which, in each case, in the reasonable opinion of the Agents, acting reasonably, has or would be expected to have a significant adverse effect on the market price or value of the Special Warrants, the Underlying Units, the Unit Shares, the Warrants, the Warrant Shares, the Compensation Securities or any other securities of the Company; (bv) there should developthe Company is not in compliance in all material respects with any Applicable Laws (including Applicable Securities Laws relating to timely disclosure of material information) or is in breach of any term, occur, come into effect condition or be announced any occurrence of national or international consequence covenant contained in this Agreement or any actionrepresentation or warranty given by the Company in this Agreement becomes or is false; (vi) the Agents shall become aware, governmental law as a result of their due diligence review or regulation or other occurrence otherwise, of any nature whatsoever which, adverse material change with respect to the Company (in the sole opinion of the Agents, or any one of them, acting reasonably, seriously adversely affects, ) which had not been publicly disclosed or will seriously adversely affect, disclosed to the financial markets or Agents prior to the business of the Corporation on a consolidated basis date hereof and such event which would be expected to have a significant material adverse effect on or the market price or value of the SharesSpecial Warrants or the Underlying Units; (vii) the Agents determine, acting reasonably, that the state of the financial markets, whether national or international, is such that the Special Warrants or the Underlying Units cannot be profitably marketed or it would be impractical to offer or to continue to offer the Special Warrants for sale;, including without limitation, (i) trading in securities generally on a recognized exchange shall have been suspended or limited, or (ii) the declaration of any banking moratorium by any Canadian, or U.S. federal authorities, or (iii) any major disruption of settlements of securities or payment or clearance services in the U.S. or Canada where the Common Shares are listed; or (cviii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSX Agents and the NYSE or any Securities Commission involving Company agree in writing to terminate this Agreement. (b) If this Agreement is terminated by the Corporation or Agents pursuant to Section 17(a), there is a change of law which, in each case in the reasonable opinion of the Agent, operates to prevent, suspend or restrict the trading or distribution of the Shares except for any such inquiry, investigation, proceeding or order based solely shall be no further liability on the activities part of the Agents and not to the Company except in respect of any liability which may have arisen or may thereafter arise under Section 55(e), or on the part of the CorporationCompany to the Agents except in respect of any liability which may have arisen or may thereafter arise under Sections 13, 14 and 15 hereof. (2c) The rights right of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each Agent and are the Agents to terminate its obligations under this Agreement is in addition to any such other rights or remedies such Agent as it may have in respect of any default, act or failure to act or non-compliance by of the Corporation Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability under Sections 13, 14 and 15. A notice of termination given by an Agent under Sections 11, 12(1) and 17(1) shall not be binding on any other AgentAgreement.

Termination by Agents in Certain Events. (1) Each of the Agents Agent shall also have the right be entitled to terminate its obligations hereunderand cancel, without any liability on the part of such Agent’s partAgent or on the part of the other Agents and the Purchasers, all of its obligation (and those of any Purchasers arranged by it) under this Agreement, by written notice to that effect given to the Corporation and CIBC in the event that after the date hereof and at or prior to the Closing Time of Closingif: (a) Material Change Out - there should shall occur or come into effect any material change in the business, affairs or financial condition or financial prospects of the Corporation or the Subsidiaries, or any change in any a material fact or a new material fact shall arise (other than a change or fact related solely to an Agent)arise, or any Agent becomes aware of there should be discovered any previously undisclosed material fact as contemplated by Section 8 hereof, which, in each case, in the reasonable opinion of the Agents, acting reasonably, Agents (or any one of them) has or would be expected to have a significant adverse effect on the market price or value or marketability of the SharesOffered Units; (b) Disaster Out - there should develop, occur, occur or come into effect or be announced existence any event, action, state or condition (including without limitation, terrorism or accident) or major financial, political or economic occurrence of national or international consequence or any action, governmental law or regulation government, law, regulation, inquiry or other occurrence of any nature whatsoever whichnature, which in the sole opinion of the Agents, acting reasonablyAgents (or any one of them), seriously adversely affects, affects or will involves or may seriously adversely affect, affect or involve the financial markets in Canada or the business United States or the business, operations or affairs of the Corporation on and the Subsidiaries taken as a consolidated basis and such event would be expected to have a significant adverse effect on whole or the market price or value marketability of the Shares; orOffered Securities; (c) Regulatory Proceedings Out - (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened or any order is made by or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, regulatory authority agency or other instrumentality including, (including without limitation, limitation the TSX and the NYSE CSE or any Securities Commission involving the Corporation securities regulatory authority) or there is a change of law in any law, rule, regulation or the interpretation or administration thereof, which, in each case in the reasonable opinion of the AgentAgents (or any one of them), operates to prevent, restrict or otherwise materially adversely affect the distribution or trading of the Offered Units; or (ii) any order, shall have been made or threatened to cease or suspend trading in the Subordinated Voting Shares, or to otherwise prohibit or restrict in any manner the distribution or trading or distribution of any securities of the Shares except Corporation, or proceedings are announced or commenced for the making of any such inquiryorder by any securities regulatory authority or similar regulatory or judicial authority or the CSE; (d) Market Out - the state of the financial markets in Canada, investigation, proceeding the United States or order based solely on elsewhere where it is planned to market the activities Offered Units is such that in the reasonable opinion of the Agents (or any one of them), it would be impractical or unprofitable to offer or continue to offer the Offered Units for sale; (e) Breach Out - the Corporation is in breach of any material term, condition or covenant of this Agreement that may not be reasonably expected to be remedied prior to the Closing Time or any representation or warranty given by the Corporation in this Agreement becomes or is false; or (f) Due Diligence Out - the Agents (or any one of them) are not satisfied in their sole discretion with their due diligence review and not investigations in respect of the Corporation. (2) If this Agreement is terminated by any of the Agents pursuant to Section 17(1), there shall be no further liability on the part of such Agent or of the Corporation to such Agent, except in respect of any liability which may have arisen or may thereafter arise under Section 13 and Section 15. (3) The rights right of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each Agent and are the Agents or any of them to terminate their respective obligations under this Agreement is in addition to any such other rights or remedies such Agent as they may have in respect of any default, act or failure to act or non-compliance by of the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability under Sections 13, 14 and 15Agreement. A notice of termination given by an one Agent under Sections 11, 12(1) and 17(1) this Section 17 shall not be binding on any upon the other AgentAgents.

Termination by Agents in Certain Events. (1) 19.1 Each of the Agents shall Agent will also have the right be entitled to terminate its obligations hereunder, without any liability on such Agent’s part, obligation to purchase the Offered Shares by written notice to that effect given to the Corporation Company and CIBC in the event that after the date hereof and Selling Shareholder at or prior to the Time of ClosingClosing if: (a) there should occur any material change or any change in any material fact or a new material fact shall arise (other than a change or fact related solely to an Agent), or any Agent becomes aware of any previously undisclosed material fact as contemplated by Section 8 hereof, which, in each case, in the opinion of the Agents, acting reasonably, has or would be expected to have a significant adverse effect on the market price or value of the Shares; (b) there should develop, occur, come into effect or be announced any occurrence of national or international consequence or any action, governmental law or regulation or other occurrence of any nature whatsoever which, in the opinion of the Agents, acting reasonably, seriously adversely affects, or will seriously adversely affect, the financial markets or the business of the Corporation on a consolidated basis and such event would be expected to have a significant adverse effect on the market price or value of the Shares; or (c) 19.1.1 any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Company, or the Selling Shareholder, is commenced, announced instituted or threatened or announced or any order is made by any federal, provincial, state, municipal or Governmental Body having jurisdiction over the Company (other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSX and the NYSE or any Securities Commission involving the Corporation or there is a change of law which, in each case in the reasonable opinion of the Agent, operates to prevent, suspend or restrict the trading or distribution of the Shares except for any such than an inquiry, investigationaction, suit, investigation or proceeding or order based solely on upon the activities or alleged activities of the Agents or the Selling Firms), which has not been rescinded, revoked or withdrawn and not which, in the opinion of that Agent, acting reasonably, operates to prevent or materially restrict the distribution of the CorporationShares in any of the Qualifying Jurisdictions or Other Jurisdictions or would prevent or materially restrict the distribution of the Shares under this Agreement or would prevent or materially restrict trading in the Shares or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Shares or any of them; 19.1.2 there should occur any material change or any change in any material fact or other change, event, development or fact such as is contemplated in Section 5 hereof, which, in the opinion of that Agent, acting reasonably, results or would reasonably be expected to result in the purchasers of a material number of Offered Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or xxx for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Shares or any of them; 19.1.3 the state of the financial markets in Canada or the United States becomes such that, in the opinion of that Agent, acting reasonably, the Shares cannot be marketed profitably; 19.1.4 there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any Law or regulation which, in the opinion of that Agent, acting reasonably, seriously adversely affects or may seriously adversely affect the financial markets in Canada, the United States or the Other Jurisdictions or the business, operations or affairs of the Company and its subsidiaries, taken as a whole, or the market price, value or marketability of the Offered Shares or any of them; 19.1.5 the Agent shall become aware, whether as a result of its due diligence review of the Company, and the Subsidiaries, or otherwise, of any adverse material change or adverse material fact, as determined by the Agent in its sole discretion, with respect to the Company, the distribution of the Shares or the matters contemplated by this Agreement which had not been publicly disclosed or disclosed in writing to the Agent prior to the date of this Agreement; or 19.1.6 the Company, CanArgo or the Selling Shareholder shall be in breach or default under or non-compliance with any material representation, warranty, term or condition of this Agreement. (2) 19.2 If this Agreement is terminated by any of the Agents pursuant to Section 19.1 of this Agreement or is terminated pursuant to Section 19.4 of this Agreement, there will be no further liability on the part of that Agent or of the Company, CanArgo or the Selling Shareholder to that Agent, except in respect of any liability which may have arisen or may later arise under Sections 14, 15, 17 and 18 of this Agreement. 19.3 The rights right of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each Agent and are the Agents or any of them to terminate their respective obligations under this Agreement is in addition to any all other rights or remedies such Agent they may have in respect of any default, act or failure to act of the Company, CanArgo or non-compliance by the Corporation Selling Shareholder in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability under Sections 13, 14 and 15Agreement. A notice of termination given by an one Agent under Sections 11, 12(1) and 17(1) shall this Section 19 will not be binding upon the other Agents who have not also executed such notice. 19.4 The offerings provided hereunder shall be discontinued, and the parties' obligations under this Agreement shall be terminated (subject to Section 19.2 of this Agreement) if the minimum subscription amount of US$24,999,999.75 has not been subscribed for prior to the date that is 90 days following the date on any other Agentwhich the Final MRRS Decision Document is issued.

Termination by Agents in Certain Events. (1) 19.1 Each of the Agents shall Agent will also have the right be entitled to terminate its obligations hereunder, without any liability on such Agent’s part, obligation to purchase the Offered Shares by written notice to that effect given to the Corporation Company and CIBC in the event that after the date hereof and Selling Shareholder at or prior to the Time of ClosingClosing if: (a) there should occur any material change or any change in any material fact or a new material fact shall arise (other than a change or fact related solely to an Agent), or any Agent becomes aware of any previously undisclosed material fact as contemplated by Section 8 hereof, which, in each case, in the opinion of the Agents, acting reasonably, has or would be expected to have a significant adverse effect on the market price or value of the Shares; (b) there should develop, occur, come into effect or be announced any occurrence of national or international consequence or any action, governmental law or regulation or other occurrence of any nature whatsoever which, in the opinion of the Agents, acting reasonably, seriously adversely affects, or will seriously adversely affect, the financial markets or the business of the Corporation on a consolidated basis and such event would be expected to have a significant adverse effect on the market price or value of the Shares; or (c) 19.1.1 any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Company, or the Selling Shareholder, is commenced, announced instituted or threatened or announced or any order is made by any federal, provincial, state, municipal or Governmental Body having jurisdiction over the Company (other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSX and the NYSE or any Securities Commission involving the Corporation or there is a change of law which, in each case in the reasonable opinion of the Agent, operates to prevent, suspend or restrict the trading or distribution of the Shares except for any such than an inquiry, investigationaction, suit, investigation or proceeding or order based solely on upon the activities or alleged activities of the Agents or the Selling Firms), which has not been rescinded, revoked or withdrawn and not which, in the opinion of that Agent, acting reasonably, operates to prevent or materially restrict the distribution of the CorporationShares in any of the Qualifying Jurisdictions or Other Jurisdictions or would prevent or materially restrict the distribution of the Shares under this Agreement or would prevent or materially restrict trading in the Shares or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Shares or any of them; 19.1.2 there should occur any material change or any change in any material fact or other change, event, development or fact such as is contemplated in Section 5 hereof, which, in the opinion of that Agent, acting reasonably, results or would reasonably be expected to result in the purchasers of a material number of Offered Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or sxx for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Shares or any of them; 19.1.3 the state of the financial markets in Canada or the United States becomes such that, in the opinion of that Agent, acting reasonably, the Shares cannot be marketed profitably; 19.1.4 there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any Law or regulation which, in the opinion of that Agent, acting reasonably, seriously adversely affects or may seriously adversely affect the financial markets in Canada, the United States or the Other Jurisdictions or the business, operations or affairs of the Company and its subsidiaries, taken as a whole, or the market price, value or marketability of the Offered Shares or any of them; 19.1.5 the Agent shall become aware, whether as a result of its due diligence review of the Company, and the Subsidiaries, or otherwise, of any adverse material change or adverse material fact, as determined by the Agent in its sole discretion, with respect to the Company, the distribution of the Shares or the matters contemplated by this Agreement which had not been publicly disclosed or disclosed in writing to the Agent prior to the date of this Agreement; or 19.1.6 the Company, CanArgo or the Selling Shareholder shall be in breach or default under or non-compliance with any material representation, warranty, term or condition of this Agreement. (2) 19.2 If this Agreement is terminated by any of the Agents pursuant to Section 19.1 of this Agreement or is terminated pursuant to Section 19.4 of this Agreement, there will be no further liability on the part of that Agent or of the Company, CanArgo or the Selling Shareholder to that Agent, except in respect of any liability which may have arisen or may later arise under Sections 14, 15, 17 and 18 of this Agreement. 19.3 The rights right of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each Agent and are the Agents or any of them to terminate their respective obligations under this Agreement is in addition to any all other rights or remedies such Agent they may have in respect of any default, act or failure to act of the Company, CanArgo or non-compliance by the Corporation Selling Shareholder in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability under Sections 13, 14 and 15Agreement. A notice of termination given by an one Agent under Sections 11, 12(1) and 17(1) shall this Section 19 will not be binding upon the other Agents who have not also executed such notice. 19.4 The offerings provided hereunder shall be discontinued, and the parties’ obligations under this Agreement shall be terminated (subject to Section 19.2 of this Agreement) if the minimum subscription amount of US$24,999,999.75 has not been subscribed for prior to the date that is 90 days following the date on any other Agentwhich the Final MRRS Decision Document is issued.

Termination by Agents in Certain Events. (1) Each of the Agents Agent shall also have the right be entitled to terminate its obligations hereunderand cancel, without any liability on the part of such Agent’s partAgent or on the part of the other Agents and the Purchasers, all of its obligation (and those of any Purchasers arranged by it) under this Agreement, by written notice to that effect given to the Corporation and CIBC in the event that after the date hereof and at or prior to the Closing Time of Closingif: (a) Material Change Out - there should shall occur or come into effect any material change (which for the avoidance of doubt includes any change to the board of directors or executive management of the Corporation, including the departure of the Corporation’s CEO, CFO or President, or persons in equivalent positions) or any change in any a material fact or a new material fact shall arise (other than a change or fact related solely to an Agent)arise, or any Agent becomes aware of there should be discovered any previously undisclosed material fact as contemplated by Section 8 hereofrequired to be disclosed in the Preliminary Prospectus, whichthe Final Prospectus or any amendment thereto, in each case, in the opinion of the Agents, acting reasonably, that has or would be expected to have have, in the sole opinion of the Agents (or any one of them), in each case acting reasonably, a significant adverse effect on the business or affairs of the Corporation and its subsidiaries (taken as a whole) or on the market price or value of the Sharessecurities of the Corporation; (b) Disaster Out - there should develop, occur, occur or come into effect or be announced existence any event, action, state or condition (including without limitation, terrorism or accident) or any law or regulation, inquiry or major financial, political or economic occurrence of national or international consequence consequence, any declared pandemic of a serious contagious disease (including the COVID-19 pandemic, to the extent that there is any material adverse development related thereto after the date hereof, or any actionsimilar event or the escalation thereof), governmental law or regulation or other occurrence of any nature whatsoever which, which in the reasonable opinion of the Agents, acting reasonablyAgents (or any one of them), seriously adversely affects, affects or will involves or may seriously adversely affect, affect or involve the financial markets in Canada or the business United States or the business, operations or affairs of the Corporation on and its subsidiaries (taken as a consolidated basis and such event would be expected to have a significant adverse effect on whole) or the market price or value marketability of the Shares; orOffered Securities; (c) Regulatory Out – (i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders where wrong- doing is alleged or any order is made by or issued under or pursuant to any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agencyagency or instrumentality (including without limitation the CSE or any securities regulatory authority) which involve a finding of wrong-doing; or (ii) any order, regulatory authority action, investigation or other instrumentality includingproceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Corporation is made, without limitationannounced or threatened by a securities regulatory authority; (d) Market Out - the state of the financial markets in Canada, the TSX and United States or elsewhere where it is planned to market the NYSE or any Securities Commission involving the Corporation or there Offered Units is a change of law which, in each case such that in the reasonable opinion of the AgentAgents (or any one of them), operates the Offered Units cannot be marketed profitably; (e) Breach Out - the Corporation is in breach of any material term, condition or covenant of this Agreement that may not be reasonably expected to prevent, suspend be remedied prior to the Closing Time or restrict any representation or warranty given by the trading Corporation in this Agreement becomes or distribution of the Shares except for any such inquiry, investigation, proceeding or order based solely on the activities of is false; or (f) Due Diligence Out - the Agents (or any one of them) are not satisfied in their sole discretion with their due diligence review and not investigations in respect of the Corporation. (2) If this Agreement is terminated by any of the Agents pursuant to Section 17(1), there shall be no further liability on the part of such Agent or of the Corporation to such Agent, except in respect of any liability which may have arisen or may thereafter arise under Section 12 and Section 14. (3) The rights right of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each Agent and are the Agents or any of them to terminate their respective obligations under this Agreement is in addition to any such other rights or remedies such Agent as they may have in respect of any default, act or failure to act or non-compliance by of the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability under Sections 13, 14 and 15Agreement. A notice of termination given by an one Agent under Sections 11, 12(1) and 17(1) this Section 16 shall not be binding on any upon the other AgentAgents.

Termination by Agents in Certain Events. (1) 17.1 Each of the Agents shall Agent will also have the right be entitled to terminate its obligations hereunder, without any liability on such Agent’s part, under this Agreement by written notice to that effect given to the Corporation and CIBC in the event that after the date hereof and Company at or prior to the Time of ClosingClosing if: (a) there should occur any material change or any change in any material fact or a new material fact shall arise (other than a change or fact related solely to an Agent), or any Agent becomes aware of any previously undisclosed material fact as contemplated by Section 8 hereof, which, in each case, in the opinion of the Agents, acting reasonably, has or would be expected to have a significant adverse effect on the market price or value of the Shares; (b) there should develop, occur, come into effect or be announced any occurrence of national or international consequence or any action, governmental law or regulation or other occurrence of any nature whatsoever which, in the opinion of the Agents, acting reasonably, seriously adversely affects, or will seriously adversely affect, the financial markets or the business of the Corporation on a consolidated basis and such event would be expected to have a significant adverse effect on the market price or value of the Shares; or (c) 17.1.1 any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Company is commenced, announced instituted or threatened or announced or any order is made by any federal, provincial, state, municipal or Governmental Body having jurisdiction over the Company (other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSX and the NYSE or any Securities Commission involving the Corporation or there is a change of law which, in each case in the reasonable opinion of the Agent, operates to prevent, suspend or restrict the trading or distribution of the Shares except for any such than an inquiry, investigationaction, suit, investigation or proceeding or order based solely on upon the activities or alleged activities of the Agents or the Selling Firms), which has not been rescinded, revoked or withdrawn and not which, in the opinion of that Agent, acting reasonably, operates to prevent or materially restrict the distribution of the CorporationShares in any of the Qualifying Jurisdictions, the United States or Other Jurisdictions or would prevent or materially restrict the distribution of the Shares under this Agreement or would prevent or materially restrict trading in the Shares or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Shares or any of them; 17.1.2 there should occur any material change or any change in any material fact or other change, event, development or fact such as is contemplated in Section 5 hereof, which, in the opinion of that Agent, acting reasonably, results or would reasonably be expected to result in the purchasers of a material number of Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or xxx for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Shares or any of them; 17.1.3 the state of the financial markets in Canada or the United States becomes such that, in the opinion of that Agent, acting reasonably, the Shares cannot be marketed profitably; 17.1.4 there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any Law or regulation which, in the opinion of that Agent, acting reasonably, seriously adversely affects or may seriously adversely affect the financial markets in Canada, the United States or the Other Jurisdictions or the business, operations or affairs of the Company and the Subsidiaries, taken as a whole, or the market price, value or marketability of the Shares or any of them; 17.1.5 the Agent shall become aware, whether as a result of its due diligence review of the Company, and the Subsidiaries, or otherwise, of any adverse material change or adverse material fact, as determined by the Agent in its sole discretion, with respect to the Company, the distribution of the Shares or the matters contemplated by this Agreement which had not been publicly disclosed or disclosed in writing to the Agent prior to the date of this Agreement; or 17.1.6 the Company shall be in breach or default under or non-compliance with any material representation, warranty, term or condition of this Agreement. (2) 17.2 If this Agreement is terminated by any of the Agents pursuant to Section 17.1 of this Agreement or is terminated pursuant to Section 17.4 of this Agreement, there will be no further liability on the part of that Agent or of the Company to that Agent, except in respect of any liability which may have arisen or may later arise under Sections 12, 13, 15 and 16 of this Agreement. 17.3 The rights right of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each Agent and are the Agents or any of them to terminate their respective obligations under this Agreement is in addition to any all other rights or remedies such Agent they may have in respect of any default, act or failure to act or non-compliance by of the Corporation Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability under Sections 13, 14 and 15Agreement. A notice of termination given by an one Agent under Sections 11, 12(1) this Section 17 will not apply to and 17(1) shall will not be binding upon the other Agents who have not also executed such notice. 17.4 The offerings provided hereunder shall be discontinued, and the parties' obligations under this Agreement shall be terminated (subject to Section 17.2 of this Agreement) if the minimum subscription amount of US$20,000,000 has not been subscribed by the date that is 90 days following the date on any other Agentwhich the Final Receipt is issued, unless each of the persons or companies who subscribed within that period has consented to the continuation of the offering of the Shares.

Termination by Agents in Certain Events. (1) Each of In addition to any other remedies which may be available to the Agents in respect of any default, act or failure to act or non-compliance with the terms of this Agreement, any Agent shall also have the right be entitled, at its option, to terminate its obligations hereunderand cancel, without any liability on such Agent’s part, all of its obligations under this Agreement by giving written notice to the Corporation and CIBC in the event that after the date hereof and at any time at or prior to the Time of Closing, if: (a) due diligence – the due diligence investigations performed by the Agents (or any of them) reveal any material information or fact, which, in the sole opinion of the Agents (or any of them), is materially adverse to the Corporation or its business or materially adversely affects the price or value of the Offered Units; (b) material adverse change - there should occur any is a material change or any a change in any a material fact or a new material fact shall arise (other than a change or fact related solely to an Agent)arise, or any Agent becomes aware of there should be discovered any previously undisclosed material fact as contemplated by Section 8 hereof, whichrequired to be disclosed in the Amended Preliminary Prospectus or the Final Prospectus or any amendment thereto, in each case, in the opinion of the Agents, acting reasonably, that has or would be expected to have have, in the sole opinion of the Agents (or any of them), a significant adverse change or effect on the business or affairs of the Corporation or on the market price or the value of the securities of the Corporation; (c) disaster - (i) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence of national or international consequence or a new or change in any law or regulation which in the sole opinion of the Agents, seriously adversely affects, or involves, or may seriously adversely affect or involve the financial markets or the business, operations or affairs of the Corporation or the market price or value of the Shares; (b) there should develop, occur, come into effect or be announced any occurrence of national or international consequence or any action, governmental law or regulation or other occurrence of any nature whatsoever which, in the opinion securities of the AgentsCorporation, acting reasonably, seriously adversely affects, or will seriously adversely affect, the financial markets or the business of the Corporation on a consolidated basis and such event would be expected to have a significant adverse effect on the market price or value of the Shares; or (cii) any inquiry, action, suit, proceeding or investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation or any of its principal shareholders where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agencyagency or instrumentality including without limitation the CSE or Canadian Securities Commissions which involves a finding of wrong-doing, regulatory authority or other instrumentality including(iii) any order, without limitation, action or proceeding which cease trades or otherwise operates to prevent or restrict the TSX and trading of the NYSE Unit Shares or any Securities Commission involving other securities of the Corporation is made or there threatened by a Canadian Securities Regulator; (d) breach - the Corporation is in breach of a change material term, condition or covenant contained in this Agreement or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect; or (e) market – the state of law which, the financial markets in each case Canada is such that in the reasonable opinion of the Agent, operates to prevent, suspend Agents (or restrict any of them) the trading or distribution of the Shares except for any such inquiry, investigation, proceeding or order based solely on the activities of the Agents and securities cannot of the Corporationbe profitably marketed. (2) The rights of termination contained in Sections 11, 12(1) 12 and 17(1) 19 may be exercised by each Agent and are in addition to any other rights or remedies such Agent may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability under Sections 13, 14 and 15. A notice of termination given by an Agent under Sections 11, 12(1) 12 and 17(1) 19 shall not be binding on any other Agent.

Termination by Agents in Certain Events. (1a) Each of Any Agent shall be entitled, at the Agents shall also have the right sole option thereof, to terminate its obligations hereunderand cancel, without any liability on the part of such Agent’s part, all of the obligations thereof under this Agreement by written notice in writing to that effect delivered to the Corporation and CIBC in the event that after the date hereof and at or prior to or at the Time of ClosingClosing or the Over-Allotment Option Closing Time, as the case may be, if: (ai) there should occur any material change or any change in any material fact or a new material fact shall arise (other than a change or fact related solely to an Agent), or any the Agent becomes aware of any previously undisclosed material fact as contemplated by Section 8 hereof, which, in each case, is not satisfied in the opinion of the Agentssole discretion thereof, acting reasonably, has or would be expected to have a significant adverse effect on with the market price or value results of the Sharesdue diligence review and investigation of the Corporation conducted by such Agent; (b) there should develop, occur, come into effect or be announced any occurrence of national or international consequence or any action, governmental law or regulation or other occurrence of any nature whatsoever which, in the opinion of the Agents, acting reasonably, seriously adversely affects, or will seriously adversely affect, the financial markets or the business of the Corporation on a consolidated basis and such event would be expected to have a significant adverse effect on the market price or value of the Shares; or (cii) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Corporation is commenced, announced instituted or threatened or announced or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency, regulatory authority or other instrumentality including, without limitation, the TSX and the NYSE or any Securities Commission involving Governmental Authority having jurisdiction over the Corporation or there is a change of law which, in each case in the reasonable opinion of the Agent, operates to prevent, suspend or restrict the trading or distribution of the Shares except for any such (other than an inquiry, investigationaction, suit, investigation or proceeding or order based solely on upon the activities or alleged activities of such Agent or any Selling Firm appointed by such Agent), which has not been rescinded, revoked or withdrawn and which, in the sole opinion of such Agent, operates to prevent or materially restrict the distribution of the Agents and not Offered Securities in any of the CorporationOffering Jurisdictions or the United States or would prevent or materially restrict the distribution of the Offered Securities under this Agreement or would prevent or materially restrict trading in the Unit Shares or the Flow-Through Shares or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Unit Shares, the Flow-Through Shares or any of them; (iii) there should occur or be discovered any material change or any change in any material fact or other change, event, development or fact such as is contemplated in section 6 hereof, which, in the sole opinion of such Agent results or would reasonably be expected to result in the purchasers of a material number of Units or Flow-Through Shares exercising their right under applicable legislation to withdraw or rescind from their purchase thereof or xxx for damages in respect thereof or would reasonably be expected to have a Material Adverse Effect or to materially adversely effect the market price or value of the Units, the Flow-Through Shares or any of them; (iv) the state of the financial markets in Canada or the United States becomes such that, in the sole opinion of such Agent, the Units or the Flow-Through Shares cannot be marketed profitably; (v) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any Law or regulation or any international crisis, act of terrorism or outbreak of hostilities which, in the sole opinion of such Agent, seriously adversely affects or may seriously adversely affect the financial markets in Canada or the United States or the business, operations or affairs of the Corporation or the market price, value or marketability of the Units or the Flow-Through Shares or any of them; (vi) any order to cease or suspend trading in any securities of the Corporation is made, threatened or announced by the TSX-V or any other securities regulatory authority; (vii) the Corporation is in breach of any material term, condition, covenant or agreement contained in this Agreement or any material representation or warranty given by the Corporation in this Agreement is or becomes untrue, false or misleading; or (viii) any statement contained in the Offering Documents, the Announcements or the Presentation has become or has been discovered to be untrue or misleading in any material respect. (2b) Any termination by an Agent pursuant to subsection 21(a) hereof shall be effected by notice in writing delivered by the Agent to the Corporation at the address thereof as set out in section 24 hereof. The rights right of termination contained in Sections 11, 12(1) and 17(1) may be exercised by each any Agent and are to so terminate the obligations thereof under this Agreement is in addition to any such other rights or remedies such Agent as the Agents may have in respect of any default, act or failure to act or non-compliance by of the Corporation in respect of any of the matters contemplated by this Agreement or otherwiseAgreement. In the event of any such termination, a termination by an Agent pursuant to subsection 21(a) hereof there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent except in respect of any liability which may have arisen or may thereafter arise under Sections 13sections 16, 14 17 and 15. A notice 19 of termination this Agreement. (c) If at any time prior to the Time of Closing any Agent shall become aware that any of the representations or warranties given by an the Corporation hereunder has become or is untrue, inaccurate or misleading in any material respect which in the reasonable opinion of such Agent is or will be material in relation to the distribution of the Offered Securities, such Agent may (without prejudice to any right to terminate its obligations under Sections 11, 12(1this Agreement pursuant to this section 21) and 17(1) shall not require the Corporation at its own expense to make or cause to be binding on any other Agentmade such announcement and/or despatch such communication as such Agent may reasonably determine.