Common use of Underwriters’ Representations, Warranties and Covenants Clause in Contracts

Underwriters’ Representations, Warranties and Covenants. The Underwriter hereby on its own behalf and on behalf of any Sub-Dealers, represents and warrants to, and covenants with the Corporation that it is duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Jurisdictions where the sale of the Units requires such qualification and/or registration. The Underwriter hereby covenants with the Corporation that the Underwriter shall conduct its activities in compliance with all Applicable Securities Laws, rules and policies of the TSXV and the securities laws of other jurisdictions applicable to the Offering and shall offer the Units and conduct its activities in such manner that pursuant to Applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of Units under this Offering, no prospectus or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Units. The Underwriter further covenants and agrees to hold all non-public information concerning the Corporation (“Confidential Information”) obtained in the strictest of confidence and not to disclose such Confidential Information to any other party (except where disclosure is required by law including in order to complete the Offering) and not to use such Confidential Information for any purpose other than in connection with this Offering. The Underwriter agrees that it shall take the necessary steps to ensure that all Confidential Information is strictly controlled with access limited to those employees, agents and advisors who need to know such Confidential Information in connection with the performance by the Underwriter of its duties under this Agreement and who understand the confidential nature of such Confidential Information. In the event that the Offering shall not be completed for any reason whatsoever, the Underwriter agrees to return to the Corporation all copies of Confidential Information and to retain no copies thereof (electronic or otherwise) or alternatively to certify to the Corporation that is has destroyed all Confidential Information and remains bound by this covenant which shall survive the completion of the Offering or the termination of this Agreement. The Underwriter agrees to obtain from each Substituted Purchaser an executed Subscription Agreement and deliver such Subscription Agreements to the Corporation. In addition, the Underwriter agrees to obtain from each Substituted Purchaser such forms, questionnaires and undertakings as may be required by the TSXV and such other forms as may be required by any Governmental Authority or the TSXV and provided by the Corporation to the Underwriter for delivery hereunder. In addition, the Underwriter represents and warrants that it is, and all Sub-Dealers are, duly qualified to solicit and procure subscriptions for the Subscription Receipts in the Qualifying Jurisdictions in connection with the Offering.

Underwriters’ Representations, Warranties and Covenants. The Each Underwriter hereby severally (on its own behalf and not on behalf of any Sub-Dealers, other Underwriter) represents and warrants to, and covenants with the Corporation Company that it is duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Jurisdictions jurisdictions where the sale of the Units Special Warrants requires such qualification and/or registration. The Underwriter hereby covenants with registration in a manner that permits the Corporation that the Underwriter shall conduct its activities in compliance with all Applicable Securities Laws, rules and policies sale of the TSXV Special Warrants on a basis described in paragraph 5(a). Notwithstanding any other provision in this Agreement, the representations, warranties and covenants of the securities laws of other jurisdictions applicable Underwriters made in this Agreement are limited to the Special Warrants issued and sold pursuant to the Offering and do not extend to the Special Warrants issued or sold by the Company pursuant to the Concurrent Private Placement. Each of the Underwriters hereby severally (on its own behalf (a) it shall offer and solicit offers for the Units purchase of the Special Warrants in compliance with Applicable Laws and conduct its activities only from such persons and in such manner that that, pursuant to Applicable applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer offer, sale and sale solicitation of Units the Special Warrants under this Offering, no prospectus prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Units. The Underwriter further covenants and agrees to hold all non-public information concerning the Corporation (“Confidential Information”) obtained Special Warrants and, in the strictest case of confidence any jurisdiction other than the Qualifying Jurisdictions, no continuous disclosure obligations will be created; (b) it will make any offers or sales of Special Warrants in accordance with the terms of this Agreement; (c) it will conduct, and will cause its affiliates and any person acting on its behalf to conduct, activities in connection with arranging for the offer and sale of the Special Warrants in compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants; (d) it will obtain from each Purchaser a completed and executed Subscription Agreement, together with all Subscription Documents (including documents required by the TSXV, if any) as may be necessary in connection with subscriptions for Special Warrants to ensure compliance with applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of the Special Warrants under this Offering; and (e) it will refrain from advertising the Offering in (A) printed media of general and regular paid circulation, (B) radio, (C) television, or (D) telecommunication (including electronic display and the Internet) and not make use of any green sheet or other internal marketing document other than the Offering Memorandum without the consent of the Company, such consent to be promptly considered and not to disclose such Confidential Information to any other party be unreasonably withheld. In performing their respective obligations under this Agreement, the Underwriters are acting severally (except where disclosure is required by law including in order to complete the Offeringand not jointly nor jointly and severally) and not no Underwriter will be liable to use such Confidential Information for any purpose other than in connection with this Offering. The Underwriter agrees that it shall take the necessary steps to ensure that all Confidential Information is strictly controlled with access limited to those employees, agents and advisors who need to know such Confidential Information in connection with the performance by the Underwriter of its duties Company under this Agreement and who understand the confidential nature of such Confidential Information. In the event that the Offering shall not be completed for with respect to a default by any reason whatsoever, the other Underwriter agrees to return to the Corporation all copies of Confidential Information and to retain no copies thereof (electronic or otherwise) or alternatively to certify to the Corporation that is has destroyed all Confidential Information and remains bound by this covenant which shall survive the completion any member of the Offering or the termination of this Agreement. The Underwriter agrees to obtain from each Substituted Purchaser an executed Subscription Agreement and deliver such Subscription Agreements to the Corporation. In addition, the Underwriter agrees to obtain from each Substituted Purchaser such forms, questionnaires and undertakings as may be required selling dealer group appointed by the TSXV and such other forms as may be required by any Governmental Authority or the TSXV and provided by the Corporation to the Underwriter for delivery hereunder. In addition, the Underwriter represents and warrants that it is, and all Sub-Dealers are, duly qualified to solicit and procure subscriptions for the Subscription Receipts in the Qualifying Jurisdictions in connection with the Offeringanother Underwriter.

Underwriters’ Representations, Warranties and Covenants. The Underwriter Underwriters hereby on its own behalf severally represent and on behalf of any Sub-Dealers, represents warrant to and warrants to, and covenants covenant with the Corporation that it at least one of the Underwriters is duly qualified and registered to carry on business as a securities dealer in each of the Qualifying Selling Jurisdictions where the sale of the Units Offered Securities requires such qualification and/or registrationregistration in a manner that permits the sale of the Offered Securities on a basis described in subsection 2(a). The Underwriters further agree that each of the Underwriters that is not registered as a broker-dealer under Section 15 of the U.S. Exchange Act will not offer or sell any Offered Securities in, or to persons who are nationals or residents of, the United States other than through one of its United States registered broker-dealer affiliates. Each of the Underwriters hereby severally (on its own behalf and on behalf of the Selling Firms appointed by the Underwriter hereby and not on behalf of any other Underwriters) represents and warrants to, and covenants with with, the Corporation that that: (a) it shall offer and solicit offers for the Underwriter shall conduct its activities purchase of the Offered Securities in compliance with all Applicable Securities Laws, rules and policies of the TSXV Laws and the securities laws provisions of other jurisdictions applicable to the Offering this Agreement and shall offer the Units only from such persons and conduct its activities in such manner that that, pursuant to Applicable Securities Laws and the securities laws of any other jurisdiction applicable to the offer and sale of Units under this OfferingSelling Jurisdiction, no prospectus prospectus, registration statement or similar document need be delivered or filed, other than any prescribed reports of the issue and sale of the Units. The Offered Securities and the Offering Documents and, in the case of any jurisdiction other than the Canadian Qualifying Jurisdictions and the United States, no continuous disclosure obligations will be created; (b) upon the Corporation filing the Canadian Prospectus Supplement, the Underwriters shall deliver one copy of the Canadian Prospectus Supplement to each of the Purchasers, and the Underwriters shall deliver a copy of the Time of Sale Prospectus to each of the Purchasers in the United States on or after the Applicable Time and prior to the Closing Time, it being understood that in no event shall any Underwriter further confirm sales to Purchasers in Canada until the Canadian Prospectus Supplement has been so filed and sales to Purchasers in the United States until the Time of Sale Prospectus is available and the Corporation has made available final .pdf versions of such documents to the Underwriters for such purpose; (c) it shall not provide to prospective Purchasers any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws without the prior written consent of the Corporation; (d) it will not offer or sell the Offered Securities in any jurisdiction other than the Selling Jurisdictions (unless subsequently agreed to by the Corporation) in accordance with the terms of this Agreement; and (e) it will use its commercially reasonable efforts to complete the distribution of the Offered Securities pursuant to the Offering Documents as early as practicable and the Underwriters shall advise the Corporation in writing when, in the opinion of the Underwriters, they have completed the distribution of the Offered Securities and, if required for regulatory compliance purposes, within 30 days after the Closing Date and any Option Closing Date, provide a breakdown of the number of Offered Securities distributed and proceeds received (A) in each of the Canadian Qualifying Jurisdictions, (B) in the United States, and (C) in any other Selling Jurisdiction in which the Offered Securities are offered or sold. (f) A.G.P./Alliance Global Partners covenants and agrees to hold all non-public information concerning the Corporation (“Confidential Information”) obtained in the strictest of confidence and not to disclose such Confidential Information to any other party (except where disclosure is required by law including in order to complete the Offering) and not to use such Confidential Information for any purpose other than in connection with this Offering. The Underwriter agrees that it shall take the necessary steps to ensure that all Confidential Information is strictly controlled with access limited to those employees, agents and advisors who need to know such Confidential Information in connection with the performance by the Underwriter of its duties under this Agreement and who understand the confidential nature of such Confidential Information. In the event that the Offering shall not be completed for any reason whatsoever, the Underwriter agrees to return to the Corporation all copies of Confidential Information and to retain no copies thereof (electronic or otherwise) or alternatively to certify to the Corporation that is has destroyed all Confidential Information it will only offer and remains bound by this covenant which shall survive sell the completion Offered Securities outside of Canada and it will not, directly or indirectly, advertise or solicit offers to purchase or sell the Offered Securities in Canada or to residents of Canada. For the avoidance of doubt, A.G.P./Alliance Global Partners are not acting as underwriters of the Offering Offered Securities in Canada. It is agreed that no Underwriter will be liable for any act, omission, default or conduct by any other Underwriter or a Selling Firm appointed by any of the termination other Underwriters under the foregoing Section 2. Each Underwriter shall be responsible for the compliance by any Selling Firm appointed by such Underwriter with the provisions of this Agreement. The Underwriter agrees to obtain from each Substituted Purchaser an executed Subscription Agreement and deliver such Subscription Agreements to the Corporation. In addition, the Underwriter agrees to obtain from each Substituted Purchaser such forms, questionnaires and undertakings as may be required by the TSXV and such other forms as may be required by any Governmental Authority or the TSXV and provided by the Corporation to the Underwriter for delivery hereunder. In addition, the Underwriter represents and warrants that it is, and all Sub-Dealers are, duly qualified to solicit and procure subscriptions for the Subscription Receipts in the Qualifying Jurisdictions in connection with the Offering.