Common use of Nature of the Transaction Clause in Contracts

Nature of the Transaction. Based upon the foregoing and subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent, and the Agent hereby accepts such appointment, to effect the sale of the Offered Units for an aggregate purchase price of a minimum amount equal to the Minimum Offering up to a maximum amount equal to the Maximum Offering, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agent agrees to use its best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. During the Distribution of the Qualified Securities, the Corporation and Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Jurisdictions and the United States. The Agent shall provide a copy of any marketing materials used in connection with the Offering, to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators and the SEC as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree: (a) not to provide any potential investor with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators and, if required by U.S. Securities Laws, the SEC, on or before the day such marketing materials are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the Distribution of the Qualified Securities or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 1; (ii) the Prospectus and any Prospectus Amendments; and (iii) any standard term sheets approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 1 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.

Nature of the Transaction. Based upon Each Purchaser shall be a resident in an Offering Jurisdiction and shall purchase the foregoing and subject Offered Securities pursuant to the terms and conditions set out below, the Prospectus. The Corporation hereby appoints agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Agent to act as its sole and exclusive agent, and the Agent hereby accepts such appointment, to effect the sale Distribution of the Offered Units for an aggregate purchase price of a minimum amount equal Securities and the Corporation shall execute and file with the Securities Regulators all forms, notices and certificates relating to the Minimum Offering up required to a maximum amount equal be filed pursuant to the Maximum Offering, on a best efforts basis to persons resident Applicable Securities Laws in the Selling Offering Jurisdictions within the time required by Applicable Securities Laws in the Offering Jurisdictions. The Agent Underwriter agrees to use its best efforts assist the Corporation in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering, and to sell the Offered Units, but it is hereby understood and agreed that Securities only in the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing TimeJurisdictions. During the Distribution of the Qualified Offered Securities, the Corporation and Agent the Underwriter shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent Underwriter to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Offering Jurisdictions and the United States. The Agent Underwriter shall provide a copy of any marketing materials used in connection with the Offering, Offering to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators and if required by U.S. Securities Laws, with the SEC SEC, as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the AgentUnderwriter, and in any event on or before the day the marketing materials are first provided to any potential investor, and such filing shall constitute the AgentUnderwriter’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators and if required by U.S. Securities Laws, the SEC, by the Corporation. The Corporation and the AgentUnderwriter, on a several basis, covenant and agree: (a) not to provide any potential investor with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators and, if required by U.S. Securities Laws, the SEC, on or before the day such marketing materials are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the Distribution of the Qualified Offered Securities or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 1; (ii) the Prospectus and any Prospectus Amendments; and (iii) any standard term sheets approved in writing by the Corporation and the AgentUnderwriter; and (c) that any marketing materials approved and filed in accordance with this Section 1 and any standard term sheets approved in writing by the Corporation and the Agent Underwriters shall only be provided to potential investors in the Selling Offering Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.

Nature of the Transaction. Based upon the foregoing and subject 2.1 Subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent, and the Agent hereby accepts such appointment, to effect the sale of the Offered Units for an aggregate purchase price of a minimum amount equal to the Minimum Offering up to a maximum amount equal to the Maximum Offering, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agent agrees to use its best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by we understand that the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. During the Distribution of the Qualified SecuritiesCorporation, the Corporation and Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Jurisdictions and the United States. The Agent shall provide a copy of any marketing materials used in connection with the Offering, wishes to appoint the Agents as exclusive agents of the Corporation for the purpose of offering for sale, on a best efforts basis, the Offered Securities. 2.2 The Corporation has prepared and filed the Canadian Shelf Prospectus with the Commissions, providing for the offer and sale, from time to time, of up to $60 million of, among other securities of the Corporation, the Offered Securities. The Principal Regulator has issued the Passport Decision Document on behalf of the Commissions. 2.3 The Corporation has also prepared and filed the Canadian Preliminary Prospectus Supplement with the Commissions in each of the Qualifying Jurisdictions in connection with the Offering. 2.4 The Corporation has also prepared and filed with the SEC pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Qualifying Jurisdictions and the SEC, the Registration Statement. The Corporation has also prepared and filed with the SEC the Form F-X. No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted. The Corporation has fulfilled and complied with, to the reasonable satisfaction of the Agents, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation in accordance with this Section 1. order to enable the Offered Securities to be distributed to the public in the United States. 2.5 The Corporation shall file a template version and any revised template version of such marketing materials with the Principal Regulator as soon as possible and in any event no later than the business day prior to the Closing Date, a prospectus supplement to the Canadian Securities Regulators Shelf Prospectus in form and substance satisfactory to the Agents, acting reasonably relating to the Warrant Shares (the “Canadian Warrant Supplement”); 2.6 The Corporation shall file with the SEC as soon as reasonably practicable possible after the filing of the Canadian Warrant Supplement and in any event no later than the business day prior to the Closing Date, pursuant to General Instruction II.L of Form F-10, a prospectus supplement to the Registration Statement relating to the Warrant Shares (the “U.S. Warrant Supplement”). Such filing shall, in accordance with General Instruction II.L of Form F-10 be filed with the SEC within one business day after the corresponding Canadian Warrant Supplement is filed with the Principal Regulator. The Corporation shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement or another shelf registration statement providing for the registration of the offering of the Warrant Shares until the earlier of the expiration date of the Warrants and the date upon which all such marketing materials are so approved Warrants have been exercised. 2.7 The Corporation agrees to pay, as directed by the Lead Agent, for and on behalf of the Agents, upon completion of the Offering the Agents’ Fee and issue, as directed by the Lead Agent, for and on behalf of the Agents, Compensation Shares and Options. The Agents’ Fee is payable and the Compensation Shares and Compensation Options shall be issued at the Time of Closing in consideration of the services to be rendered by the Agents in connection with the Offering, which services shall include: (a) acting as agents of the Corporation to arrange for the sale of the Offered Securities; (b) assisting in the preparation of the Prospectus Supplements, the Canadian Warrant Supplement and the U.S. Warrant Supplement together with any documents supplemental thereto or any amending or supplementary prospectus or other supplemental documents or any similar documents (the “Supplementary Material”) required to be filed under the legislation of the Qualifying Jurisdictions and under the U.S. Securities Laws, and performing administrative work in connection with these matters; (c) advising the Corporation with respect to the Offering; (d) distributing the Offered Securities to the public both directly and through other registered dealers and brokers; and (e) all other services arising out of the agreement resulting from the Corporation’s acceptance of this offer. 2.8 The Unit Shares, Flow-Through Shares, Warrants, Warrant Shares, Compensation Shares and Compensation Options to be issued and/or sold by the Corporation hereunder shall be duly and validly created and authorized for issuance by the Corporation and, when issued and/or sold by the Corporation, such Unit Shares, Flow-Through Shares, Warrants, Warrant Shares, Compensation Shares and Compensation Options shall have the rights, privileges, restrictions and conditions that conform in all material respects to the rights, privileges, restrictions and conditions set forth in the Registration Statement, the Shelf Prospectuses, the Prospectus Supplements and any Supplementary Materials, subject to such modifications or changes (if any) prior to the Closing Date as may be agreed to in writing by the Corporation and the AgentAgents. In addition, such Unit Shares, Flow-Through Shares, Warrants, Warrant Shares, Compensation Shares and Compensation Options shall be issued in compliance with all provincial, federal and state securities laws, including, without limitation, Canadian Securities Laws and U.S. Securities Laws. 2.9 The Offered Securities, Compensation Shares and Compensation Options shall be qualified by the Canadian Prospectus under Canadian Securities Laws in the Qualifying Jurisdictions and shall be registered under the U.S. Securities Act by the Registration Statement and the U.S. Prospectus. The distribution of the Offered Securities, Compensation Shares and Compensation Options may also take place in such other jurisdictions as the Agents and Corporation may agree in writing, provided that any such distribution does not obligate the Corporation to prepare or file any additional registration statement, prospectus, offering memorandum, or similar document in connection with the distribution in such other jurisdictions. The Warrant Shares shall be registered under the U.S. Securities Act by the Registration Statement and the U.S. Warrant Supplement. 2.10 The Unit Shares, Flow-Through Shares, Warrants, Warrant Shares and Compensation Shares shall be listed at the Time of Closing on the TSX. 2.11 The Corporation agrees that the Agents will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents for the purpose of assisting in connection with the sale of the Offered Securities, and that the Agents may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Agents. The Agents shall require and shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Agents. 2.12 Each Agent covenants, represents and warrants to the Corporation that it will comply with the rules and policies of the TSX, the Applicable Securities Laws and the applicable laws of each other jurisdiction in any event on which it acts as an agent for the Corporation or before offers or sells the day the marketing materials are first provided to any potential investor, and such filing shall constitute the Agent’s authority to use such marketing materials Offered Securities in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agree: (a) not to provide any potential investor with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators and, if required by U.S. Securities Laws, the SEC, on or before the day such marketing materials are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the Distribution of the Qualified Securities or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with this Section 1; (ii) the Prospectus and any Prospectus Amendments; and (iii) any standard term sheets approved in writing by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 1 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Laws.

Nature of the Transaction. Based upon the foregoing and subject 2.1 Subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent, and the Agent hereby accepts such appointment, to effect the sale of the Offered Units for an aggregate purchase price of a minimum amount equal to the Minimum Offering up to a maximum amount equal to the Maximum Offering, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agent agrees to use its best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by we understand that the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. During the Distribution of the Qualified SecuritiesCorporation, the Corporation and Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Jurisdictions and the United States. The Agent shall provide a copy of any marketing materials used in connection with the Offering, wishes to appoint the Agents as exclusive agents of the Corporation for the purpose of offering for sale, on a best efforts basis, the Offered Units. 2.2 The Corporation has prepared and filed the Canadian Shelf Prospectus with the Commissions, providing for the offer and sale, from time to time, of up to $60 million of, among other securities of the Corporation, the Offered Units. The Principal Regulator has issued the Passport Decision Document on behalf of the Commissions. 2.3 The Corporation has also prepared and filed the Canadian Preliminary Prospectus Supplement with the Commissions in each of the Qualifying Jurisdictions in connection with the Offering. 2.4 The Corporation has also prepared and filed with the SEC pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Qualifying Jurisdictions and the SEC, the Registration Statement. The Corporation has also prepared and filed with the SEC the Form F-X. No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, nor has any proceeding with respect thereto been instituted. The Corporation has fulfilled and complied with, to the reasonable satisfaction of the Agents, the U.S. Securities Laws required to be fulfilled or complied with by the Corporation in accordance with this Section 1. order to enable the Offered Units to be distributed to the public in the United States. 2.5 The Corporation shall file a template version and any revised template version of such marketing materials with the Principal Regulator as soon as possible and in any event no later than the business day prior to the Closing Date, a prospectus supplement to the Canadian Securities Regulators Shelf Prospectus in form and substance satisfactory to the Agents, acting reasonably relating to the Warrant Shares (the “Canadian Warrant Supplement”); 2.6 The Corporation shall file with the SEC as soon as reasonably practicable possible after such marketing materials are so approved in writing by the Corporation and filing of the Agent, Canadian Warrant Supplement and in any event no later than the business day prior to the Closing Date, pursuant to General Instruction II.L of Form F-10, a prospectus supplement to the Registration Statement relating to the Warrant Shares (the “U.S. Warrant Supplement”). Such filing shall, in accordance with General Instruction II.L of Form F-10 be filed with the SEC within one business day after the corresponding Canadian Warrant Supplement is filed with the Principal Regulator. The Corporation shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement or another shelf registration statement providing for the registration of the offering of the Warrant Shares until the earlier of the expiration date of the Warrants and the date upon which all such Warrants have been exercised. 2.7 The Corporation agrees to pay, as directed by the Lead Agents, for and on or before behalf of Agents, upon completion of the day Offering the marketing materials are first provided Agents’ Fee and issue, as directed by the Lead Agents, for and on behalf of the Agents, Compensation Options. The Agents’ Fee is payable and the Compensation Options shall be issued at the Time of Closing in consideration of the services to any potential investor, and such filing shall constitute be rendered by the Agent’s authority to use such marketing materials Agents in connection with the Offering. Any comparables , which services shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. The Corporation and the Agent, on a several basis, covenant and agreeinclude: (a) not to provide any potential investor with any marketing materials unless a template version acting as agents of such marketing materials has been filed by the Corporation with to arrange for the Canadian Securities Regulators and, if required by U.S. Securities Laws, sale of the SEC, on or before the day such marketing materials are first provided to any potential investorOffered Units; (b) not to provide any potential investor assisting in the preparation of the Prospectus Supplements, the Canadian Warrant Supplement and the U.S. Warrant Supplement together with any materials documents supplemental thereto or information any amending or supplementary prospectus or other supplemental documents or any similar documents (the “Supplementary Material”) required to be filed under the legislation of the Qualifying Jurisdictions and under the U.S. Securities Laws, and performing administrative work in relation connection with these matters; (c) advising the Corporation with respect to the Distribution of Offering; (d) distributing the Qualified Securities or Offered Units to the Corporation public both directly and through other than: (i) such marketing materials that have been approved registered dealers and filed in accordance with this Section 1; (ii) the Prospectus and any Prospectus Amendments; and (iii) any standard term sheets approved in writing by the Corporation and the Agentbrokers; and (ce) that any marketing materials approved and filed in accordance with all other services arising out of the agreement resulting from the Corporation’s acceptance of this Section 1 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Lawsoffer.

Nature of the Transaction. Based upon the foregoing and subject to the terms and conditions set out below2.1 This offer is conditional upon, among other things, the Corporation hereby appoints filing the Agent to act as its sole and exclusive agent, Canadian Prospectus Supplement with the Commissions and the Agent hereby accepts such appointmentU.S. Prospectus Supplement with the SEC on or before 5:30 a.m. (Vancouver time) on April 12, to effect the sale 2011. 2.2 Upon completion of the Offered Units for an aggregate purchase price of a minimum amount equal to the Minimum Offering up to a maximum amount equal to the Maximum Offering, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agent agrees to use its best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. During the Distribution of the Qualified Securities, the Corporation agrees to pay to the Underwriters the Underwriters’ Commission and Agent shall approve grant the Compensation Option. The Underwriters’ Commission is payable at the Time of Closing in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested consideration of the services to be provided rendered by the Agent to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Jurisdictions and the United States. The Agent shall provide a copy of any marketing materials used Underwriters in connection with the Offering, which services shall include: (a) acting as underwriters of the Corporation to purchase the Shares; (b) assisting in the preparation of the Canadian Prospectus Supplement and the U.S. Prospectus Supplement, together with any documents supplemental thereto (collectively, the “Supplementary Material”) required to be filed under the Applicable Securities Laws, and performing administrative work in connection with these matters; (c) distributing the Shares to the Corporation in accordance with public both directly and through other registered dealers and brokers; and (d) all other services arising out of this Section 1. Agreement. 2.3 The Corporation distribution of the Shares, the Over-allotment Option, the Compensation Option and the Compensation Option Shares shall file a template version and any revised template version of such marketing materials with be qualified by the Canadian Prospectus under Canadian Applicable Securities Regulators Laws and the SEC Shares, the Over-allotment Option, the Compensation Option and the Compensation Option Shares shall be registered by the U.S. Prospectus under United States Applicable Securities Laws. Shares may also be distributed in such other jurisdictions as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the AgentUnderwriters may agree, and provided the distribution of Shares in any event such other jurisdictions is completed in accordance with the applicable laws of such other jurisdictions. 2.4 The Base Shares shall be listed on or before the day Time of Closing on the marketing materials are first provided Exchanges and any Additional Shares shall be listed on the Exchanges on or before the Time of Option Closing. 2.5 The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers (or other dealers duly licensed in their respective jurisdictions) as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall use their commercially reasonable efforts to ensure that such other dealers, if any, comply with the terms of this Agreement as applicable to the Underwriters. 2.6 Each Underwriter covenants, represents and warrants to the Corporation that it will comply with the rules and policies of the Exchanges and with the Applicable Securities Laws or other applicable securities laws and regulations in any potential investor, and such filing shall constitute other jurisdiction in which it acts as underwriter of the Agent’s authority to use such marketing materials Corporation in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Corporation. . 2.7 The Corporation and the Agent, on a several basis, covenant and agree: (a) not to provide any potential investor with any marketing materials unless a template version of such marketing materials has been filed by the Corporation with the Canadian Securities Regulators and, if required by U.S. Securities Laws, the SEC, on or before the day such marketing materials are first provided to any potential investor; (b) not to provide any potential investor with any materials or information in relation to the Distribution obligations of the Qualified Securities or the Corporation other than: (i) such marketing materials that have been approved and filed in accordance with Underwriters under this Section 1; (ii) the Prospectus 2.0 are several and not joint or joint and several. No Underwriter will be liable for any Prospectus Amendments; and (iii) act, omission, default or conduct by any standard term sheets approved in writing other Underwriter or any registered dealer appointed by the Corporation and the Agent; and (c) that any marketing materials approved and filed in accordance with this Section 1 and any standard term sheets approved in writing by the Corporation and the Agent shall only be provided to potential investors in the Selling Jurisdictions where the provision of such marketing materials or standard term sheets does not contravene Applicable Securities Lawsother Underwriter.